2004 WRITERS GUILD OF AMERICA -

ALLIANCE OF MOTION PICTURE & TELEVISION PRODUCERS

THEATRICAL AND TELEVISION BASIC AGREEMENT

TABLE OF CONTENTS

Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Preamble Regarding So-Called “Possessive Credits” . . . . . . . . . . . . . . . . . . . . xiii

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1. DEFINITIONS

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

2. TERM AND EFFECTIVE DATE OF AGREEMENT

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

3. WORK LISTS, LOAN-OUTS AND RECOGNITION

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
B. Recognition (Theatrical) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
C. Recognition (Television) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

4. PARTIES BOUND BY THIS BASIC AGREEMENT

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

5. GEOGRAPHICAL APPLICATION OF THIS BASIC

AGREEMENT (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

6. GUILD SHOP (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

7. NO STRIKE, NO LOCKOUT CLAUSE (GENERAL) . . . . . . . . . . . . . 40

8. CREDITS FOR SCREEN AUTHORSHIP (GENERAL) . . . . . . . . . . . 42

9. MINIMUM TERMS (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

10. GRIEVANCE AND ARBITRATION

A. Matters Subject to Grievance and Arbitration (General) . . . . . . . . 43

B. Limitation of Matters Subject to Grievance and Arbitration . . . . . 44
C. Matters Subject to Arbitration but Not Grievance . . . . . . . . . . . . . 45
D. Refusal to Arbitrate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
E. References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

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11. GRIEVANCE AND ARBITRATION RULES AND PROCEDURES

A. General Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
B. Grievance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
C. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
D. Arbitration of Disputes Which Involve Questions of
Jurisdiction or Arbitrability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
E. Arbitration of Disputes Concerning Credit Provisions . . . . . . . . . . 57
F. Expedited Arbitration of Certain Disputes Concerning
Reacquisition of Unproduced Literary Material (Theatrical) . . . . . 59
G. Arbitration of Certain Disputes Concerning Residuals
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
H. Arbitration of Disputes Concerning Tri-Guild Residuals
Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
I. Equal Status of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

12. COURT PROCEEDINGS

A. Disputes Concerning Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

B. Disputes Concerning Compensation . . . . . . . . . . . . . . . . . . . . . . . . 70

13. COMPENSATION

A. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
1. a. Minimum Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 72
b. Discount - New Writers . . . . . . . . . . . . . . . . . . . . . . . . . . 73
c. Additional Payment - No Assigned Material . . . . . . . . . 73
2. Narration by a Writer Other Than any Writer of
Screenplay or Story and Screenplay . . . . . . . . . . . . . . . . . . . . 73
3. Initial Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
4. Maximum Period of Employment . . . . . . . . . . . . . . . . . . . . . . 75
5. Computation of Writer’s Period of Employment . . . . . . . . . . 75
6. Waiting Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
7. Extension of Employment Period . . . . . . . . . . . . . . . . . . . . . . 76
8. Failure to Deliver Material Within Allotted Time Period . . . . 77
9. Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10. Week-to-Week, Term, Flat Deal . . . . . . . . . . . . . . . . . . . . . . . 78
11. Applicable Deal Minimum Compensation . . . . . . . . . . . . . . . 79
12. Inapplicability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 79
13. Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
14. Payment of Compensation Under Deal Contract . . . . . . . . . . 81
15. Minimum Weekly Compensation . . . . . . . . . . . . . . . . . . . . . . 81
16. Theatrical Motion Picture Released on Free Television . . . . . 82
17. Remakes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
18. Script Annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

B. Television

1. Minimum Basic Compensation . . . . . . . . . . . . . . . . . . . . . . . . 84

a. Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
b. Other Compensation Minimums . . . . . . . . . . . . . . . . . . . 84

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2.
“High Budget” Films . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
3.
“Low Budget” Films . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
4.
“Negative Cost” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
5.
Story Claim by Production Executive . . . . . . . . . . . . . . . . . . . 87
6.
Step Outline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
7.
Schedule of Minimum Compensation . . . . . . . . . . . . . . . . . . . 88
a. Story . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
b. Teleplay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
c. Story and Teleplay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
cc. Story with Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
d. Network Prime Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
(1) Story . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
(2) Teleplay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
(3) Story and Teleplay . . . . . . . . . . . . . . . . . . . . . . . . . 91
dd. Segment Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
e. Serials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
f. Installment Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
g. Plot Outline - Narrative Synopsis of Story . . . . . . . . . . . 96
h. Compensation for Rewrites and Polishes . . . . . . . . . . . . 97
(1) Rewrites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
(2) Polishes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
m. (1) Format . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
(2) Bible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
(3) Rewrite or Polish of Format or Bible . . . . . . . . . . 100
n. Narration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
o. Remakes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
p. Non-Commercial Openings and Closings . . . . . . . . . . . 105
q. Total Writing Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
r. Pilot Scripts, Back-Up Scripts and Spin-offs . . . . . . . . 106
s. Week-to-Week and Term Employment . . . . . . . . . . . . . 107
8. Reading Time and Obligations of Freelance
Writer Re Revisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
a. Story . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
b. Teleplay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
c. Teleplays Over 30 Minutes . . . . . . . . . . . . . . . . . . . . . . 110
d. Writer’s Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
e. Company’s Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . 111
f. Writer Entitled to Script . . . . . . . . . . . . . . . . . . . . . . . . 111
g. Revisions in Pilot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
9. Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
10. Cut-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11. Script Annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
12. Notice of Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . 112
C. Claimed Overpayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
D. Payment Procedures (General) . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

14. WRITERS ALSO EMPLOYED IN ADDITIONAL CAPACITIES

(TELEVISION) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

A. Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
B. Contracts of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

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C. Forms of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

D. Amount, Nature and Extent of Services . . . . . . . . . . . . . . . . . . . . 114
E. .................................................... 115
F. .................................................... 116
G. Program Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
H. Suspension, Termination and/or Offset . . . . . . . . . . . . . . . . . . . . 120
I. Hiatus Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
J. .................................................... 121
K. Minimum Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
L. .................................................... 122
M. Better Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

15. TELEVISION EXHIBITION

A. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Literary Material Assumption Agreement . . . . . . . . . . . . . . . . . . 134
B. Television – Reruns & Foreign Telecasts of Television Motion
Pictures
1. United States and Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
2. Foreign Telecasting Formula . . . . . . . . . . . . . . . . . . . . . . . . 143
3. Application of Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
4. ................................................ 148
5-6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
7-8. Television Literary Material Assumption Agreement . . . . . 150
9. [deleted]
10. Use of excerpts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
11. [Deleted]
12. Small Accountings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
13. Additional Compensation for Theatrical Exhibition . . . . . . . 157
14. Additional Compensation for Certain Use of Material to
Which Separated Rights Do Not Apply . . . . . . . . . . . . . . . . 161
15. Simulcasts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
16. Basic Cable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

16. SEPARATION OF RIGHTS

A. Theatrical
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
2. Initial Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
3. Final Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
4. Separable Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187
5. Sequel and Interactive Payments . . . . . . . . . . . . . . . . . . . . . 189
6. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
7. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
8. Writer’s Right to Reacquire Literary Material . . . . . . . . . . . 197
9. Hot Line Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . 209
10. Publication Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209

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B. Television
1. General Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
2. Television Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
3. Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217
4. Sketches and Routines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 223
5. Upset Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224
6. Adapter’s Royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225
7. Extricable Material . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226
8. Continuing Rights and Obligations . . . . . . . . . . . . . . . . . . . . 226
9. Hot Line Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . 226

17. PENSION PLAN AND HEALTH FUND

A. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226

B. Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227
C. Health Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 231
D. [Deleted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
E. Audits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
F. Committee on Pension and Health . . . . . . . . . . . . . . . . . . . . . . . . 237

18. NOTICE TO WRITERS EMPLOYED ON SAME MATERIAL

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239

19. USE AND DELIVERY OF STANDARD FORM CONTRACTS

A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241

20. SPECULATIVE WRITING

A. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
B. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243

21. LOCATION EXPENSES (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . 247

22. TERM CONTRACTS - OPTIONS (GENERAL) . . . . . . . . . . . . . . . . 248

23. LAY-OFF (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249

24. GUARANTEED EMPLOYMENT (GENERAL) . . . . . . . . . . . . . . . . 250

25. NOTICE OF TERMINATION OF EMPLOYMENT (GENERAL) . . 251

26. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251

27. MOTION PICTURES TO WHICH AGREEMENT NOT

APPLICABLE (THEATRICAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252

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28. WARRANTY AND INDEMNIFICATION (GENERAL) . . . . . . . . . 252

29. SEPARATE AGREEMENT (GENERAL) . . . . . . . . . . . . . . . . . . . . . 253

30. WRITER EMPLOYMENT AGREEMENT WITH COMPANY

(THEATRICAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254

31. OPPORTUNITY TO EXECUTE SIMILAR AGREEMENT

(THEATRICAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254

32. REFERENCE TO AGREEMENT (GENERAL) . . . . . . . . . . . . . . . . . 254

33. JURISDICTIONAL DISPUTES (GENERAL) . . . . . . . . . . . . . . . . . . 254

34. [Deleted]

35. RECOGNITION OF AGREEMENT (GENERAL) . . . . . . . . . . . . . . . 254

36. TERMS AND CONDITIONS APPLICABLE TO CERTAIN

CATEGORIES OF PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255

37. NAMES ON LITERARY MATERIAL (GENERAL) . . . . . . . . . . . . . 255

38. NON-DISCRIMINATION

A. Policy and New Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256

B. Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257
C. Human Resources Coordinating Committee . . . . . . . . . . . . . . . . 257
D. Data Submission Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258
E. Script Submission Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260
F. Writers’ Training Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260
G. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262
H. .................................................... 263

39. PILOT SCREENING (TELEVISION) . . . . . . . . . . . . . . . . . . . . . . . . . 263

40. SECURITY INSTRUMENTS (TELEVISION) . . . . . . . . . . . . . . . . . . 263

41. NOTICES (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265

42. POSTING BONDS (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265

43. COMPUTATION OF TIME (GENERAL) . . . . . . . . . . . . . . . . . . . . . 266

44. SEVERABILITY OF PROVISIONS (GENERAL) . . . . . . . . . . . . . . . 266

45. LABOR-MANAGEMENT COOPERATIVE COMMITTEE . . . . . . . 266

46. FOREIGN PERFORMANCE FEES (THEATRICAL) . . . . . . . . . . . . 266

47. RESIDUALS PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268

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48. PROFESSIONAL STATUS OF WRITERS: WRITER

PARTICIPATION IN THE PRODUCTION PROCESS
(GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268

A. .................................................... 268
B. Theatrical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269
C. Television . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271
D. .................................................... 273
E. “Hot Line Dispute Resolution” . . . . . . . . . . . . . . . . . . . . . . . . . . . 273
F. Committee on the Professional Status of Writers . . . . . . . . . . . . . 273
G. Authorized Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273
H. Campaign For Greater Appreciation of the Role of the Writer . . 274
I. [Deleted]
J. .................................................... 274
K. .................................................... 274

49. SHOPPING OF MATERIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275

50. COPYRIGHT (TELEVISION) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275

51. SUPPLEMENTAL MARKETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276

Literary Material Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . 288

52. INDUSTRIAL FILMS (GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . 290

53. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290

54. PROHIBITION OF SO-CALLED “MORALS CLAUSE” . . . . . . . . . 292

55. RESTRAINT ON LICENSEE RIGHT OF APPROVAL . . . . . . . . . . 292

56. SIGNIFICANCE OF TITLES AND SUB-TITLES (GENERAL) . . . . 292

57. PAY TELEVISION AND VIDEODISC/VIDEOCASSETTE

PRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293

58. RELEASE OF FREE TELEVISION PROGRAMMING AND

THEATRICAL MOTION PICTURES TO BASIC CABLE . . . . . . . . 293

59. COPYRIGHT ROYALTY TRIBUNAL MONIES (GENERAL) . . . . 294

60. DISSEMINATION OF CRITIQUES OF LITERARY MATERIAL

(GENERAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

61. JOINT COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

62. CONTRACT ADJUSTMENT COMMITTEE . . . . . . . . . . . . . . . . . . . 295

63. CREDITS REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295

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64. REUSE OF MBA-COVERED MATERIAL IN INTERACTIVE

PROGRAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

A. Definitions and Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

B. Reuse of Covered Motion Pictures, In Whole or In Part . . . . . . . 299
C. Interactive Programs Based Upon Literary Material . . . . . . . . . . 301
D. Combination Payments for Reuses Described in Article
64.B. and C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302
E. Reporting and Assumption Agreements . . . . . . . . . . . . . . . . . . . . 303
F. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317
G. Recognition of Experimental Nature of Article; Cooperation . . . 317
H. Interactive Media Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

65. RESPONSIBILITY FOR RESIDUAL PAYMENTS (GENERAL) . . 318

A. Theatrical Motion Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

1. Distributor’s Assumption Agreement . . . . . . . . . . . . . . . . . . 318
2. Buyer’s Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . 329
3. Distributor’s Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338
B. Television Motion Pictures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339
1. Television Distributor’s Assumption Agreement . . . . . . . . . 339
2. Television Buyer’s Assumption Agreement . . . . . . . . . . . . . 350
C. Definition of Company for Purposes of Article 65.A. and B. . . . 359
D. Company’s Dissolution (General) . . . . . . . . . . . . . . . . . . . . . . . . 359
E. Networks and Television Stations (General) . . . . . . . . . . . . . . . . 360

66. TRAINING PROGRAM FOR EPISODIC TELEVISION

WRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360

THEATRICAL SCHEDULE A (THEATRICAL CREDITS) . . . . . . . . . . . . . 362

Notice of Tentative Writing Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368

TELEVISION SCHEDULE A (TELEVISION CREDITS) . . . . . . . . . . . . . . . 386

Notice of Tentative Writing Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398

SIDELETTER TO THEATRICAL SCHEDULE A AND TO TELEVISION

SCHEDULE A (COMMITTEE ON CREDIT DETERMINATION
PROCESS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403

TELEVISION SCHEDULE B (STANDARD FORM FREELANCE

TELEVISION WRITER’S EMPLOYMENT CONTRACT) . . . . . . . . . . . 404

SIDELETTER A (WGA-AFFILIATION SCREEN AND TELEVISION

CREDITS AGREEMENT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 407
EXHIBIT A (SCREEN AND TELEVISION CREDITS AGREEMENT) . . . . 409

SIDELETTER B - Article 42 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 411

APPENDIX A
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412

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ARTICLE PAGE

3. Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416
5. Application of this Basic Agreement . . . . . . . . . . . . . . . . . . . . . . 417
8. Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 417
13. B. Compensation
1. Minimum Basic Compensation . . . . . . . . . . . . . . . . . . . 417
2. Comedy-Variety Programs . . . . . . . . . . . . . . . . . . . . . . 418
3. Self-Contained Portions of Programs . . . . . . . . . . . . . . 423
4. Quiz and Audience Participation Programs . . . . . . . . . 424
5. Serials - Other than Prime Time . . . . . . . . . . . . . . . . . . 426
6. Other Non-Dramatic Programs . . . . . . . . . . . . . . . . . . . 436
7. Compensation Provisions Applicable to Television
Programs Covered by Appendix A (Other than
Documentary) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 446
8. Documentary Programs . . . . . . . . . . . . . . . . . . . . . . . . . 450
14. Writers Also Employed in Additional Capacities . . . . . . . . . . . . . 457
15. B. Television Exhibition
1. Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458
2. Comedy-Variety Programs - Prime Time, Once a
Week or Less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459
3. Non-Prime Time Serials . . . . . . . . . . . . . . . . . . . . . . . . 460
3.1 Other Non-Dramatic Programs, Documentary,
News and Public Affairs Programs . . . . . . . . . . . . . . . . 462
4. Documentary Programs . . . . . . . . . . . . . . . . . . . . . . . . . 463
5. Application of Article 15.B.14 . . . . . . . . . . . . . . . . . . . 463
6. Radio Use of Simulcast Programs . . . . . . . . . . . . . . . . . 463
16. B. Separation of Rights
1. Comedy-Variety Programs . . . . . . . . . . . . . . . . . . . . . . 463
2. Serials (Non-Prime Time) . . . . . . . . . . . . . . . . . . . . . . . 464
3. Quiz and Audience Participation Programs . . . . . . . . . 465
4. “Incidental Uses” of Material . . . . . . . . . . . . . . . . . . . . 465
17. Pension Plan and Health Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 466
19. Use and Delivery of Standard Form Contracts . . . . . . . . . . . . . . . 467
20. Speculative Writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467
21. Location Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467
22. Term Contracts - Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 467
28. Warranty and Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 467
39. Pilot Screening . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 468
41. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 468
48. Committee on Professional Status of Serial Writers . . . . . . . . . . 468
61. Services Not Covered by This Agreement (Documentary) . . . . . 469

ATTACHMENT TO APPENDIX A - PROCEDURES WITH RESPECT TO

ASSIGNMENTS AND INDIVIDUAL CONTRACTS REFERRED TO IN
ARTICLES 19 AND 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471

TELEVISION SCHEDULE C - APPENDIX A - PROGRAM CREDITS

(OTHER THAN DOCUMENTARY) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472

TELEVISION SCHEDULE D - APPENDIX A - DOCUMENTARY, NEWS

AND PUBLIC AFFAIRS PROGRAM CREDITS . . . . . . . . . . . . . . . . . . . 477

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ARTICLE PAGE

SCHEDULE D-1 - DOCUMENTARY WRITING CREDITS ADDENDUM. .484

SIDELETTER TO APPENDIX A RE LITERARY MATERIAL . . . . . . . . . . 485

SIDELETTER TO APPENDIX A, ARTICLE 13.B.2.b.(3), ANNIVERSARY

AND SPECIAL EPISODES OF WEEKLY SERIES PROGRAMS . . . . . . 486

SIDELETTER TO APPENDIX A, ARTICLE 13.B.5. (DAILY WRITING

CREDIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 487

APPENDIX B - PRODUCTION FOR THE PAY TELEVISION AND

THE VIDEODISC/VIDEOCASSETTE MARKETS

A. Introduction and Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488

B. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488
C. Compensation for Covered Programs (other than Dramatic
Programs of a Type Generally Produced for Prime Time Network
Television Which are Produced Principally for Pay Television) . 489
1. Initial Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489
2. What Initial Compensation Covers . . . . . . . . . . . . . . . . . . . . . 489
3. Additional Compensation (Residuals) . . . . . . . . . . . . . . . . . . . 491
D. Compensation for Dramatic Programs of a Type Generally
Produced for Prime Time Network Television Which are
Produced Principally for Pay Television . . . . . . . . . . . . . . . . . . . 493
1. Initial Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493
2. What Initial Compensation Covers . . . . . . . . . . . . . . . . . . . . . 493
3. Additional Compensation (Residuals) . . . . . . . . . . . . . . . . . . . 494
E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495
F. Distribution Formula . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495
G. Release in Other Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496
H. Separation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 496
I. Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497
J. Use of Excerpts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 497

APPENDIX C - PROGRAMS MADE FOR BASIC CABLE TELEVISION . 498

APPENDIX D - WRITER-DIRECTOR COLLABORATION -

THEATRICAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503

APPENDIX E - WRITER-DIRECTOR COLLABORATION -

TELEVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 506

SIDELETTER TO ARTICLE 3, QUARTERLY EARNINGS REPORTS

AND EMPLOYMENT NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510

SIDELETTER TO ARTICLE 11.F., “EXPEDITED ARBITRATION OF

CERTAIN DISPUTES CONCERNING REACQUISITION OF
UNPRODUCED LITERARY MATERIAL (THEATRICAL) . . . . . . . . . . 512

SIDELETTER TO ARTICLE 11.H., ARBITRATION OF DISPUTES

CONCERNING TRI-GUILD RESIDUALS AUDITS . . . . . . . . . . . . . . . . 513

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ARTICLE PAGE

EXHIBIT A TO ARTICLE 11.H., COLLECTIVE BARGAINING

AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521

SIDELETTER TO ARTICLE 13.B.7. RE “SUPERSIZED” EPISODES . . . . 525

SIDELETTER TO ARTICLE 13.B.7.f., RE LONG-FORM TELEVISION

MOTION PICTURES; PAYMENT FOR WRITING STEPS . . . . . . . . . . . 527

COVENANT OF TIMELY PAYMENT IN LONG-FORM TELEVISION . . 528

SIDELETTER RE PENSION PLAN AND HEALTH FUND

CONTRIBUTIONS FOR ARTICLE 14 WRITERS . . . . . . . . . . . . . . . . . . 529

SIDELETTER TO ARTICLE 15.B.1. RE INTERRUPTED BROADCASTS . 530

SIDELETTER NO. 1 TO ARTICLE 15.B.1.b.(2)(c) - WAIVER RE

DOMESTIC FREE TELEVISION RESIDUALS FOR ONE-HOUR
NETWORK PRIME TIME DRAMATIC SERIES . . . . . . . . . . . . . . . . . . . 532

SIDELETTER NO. 2 TO ARTICLE 15.B.1.b.(2)(c) - EXPERIMENT IN

SYNDICATION OF HALF-HOUR SERIES IN MARKETS
REPRESENTING 50% OR FEWER OF U.S. TELEVISION
HOUSEHOLDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536

SIDELETTER TO ARTICLE 15.B.14.h.(2) RE CHARACTER

PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 538

SIDELETTER RE ELECTRONIC DATA TRANSFER . . . . . . . . . . . . . . . . . 539

SIDELETTER TO ARTICLE 16 - REACQUISITION PROVISIONS . . . . . . 540

SIDELETTER TO ARTICLE 16.A.8.d) - REACQUISITION . . . . . . . . . . . . . 542

SIDELETTER RE ARTICLE 16.A.8. RE COMMITTEE TO ADDRESS

REACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545

SIDELETTER RE THEATRICAL RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . 546

SIDELETTER RE PENSION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 547

SIDELETTER TO ARTICLE 17.C.1. AND ARTICLE 14.E.2.,

COMPANIES’ OBLIGATIONS RE COPYRIGHT TERM
EXTENSION LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548

SIDELETTER RE CHANGES IN HEALTH FUND BENEFITS . . . . . . . . . . 549

SIDELETTER RE ARTICLE 48.B., MODIFICATION OF . . . . . . . . . . . . . . 550

SIDELETTER NO. 2 RE ARTICLE 48.B., WRITER’S VIEWING PERIOD 552

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ARTICLE PAGE

SIDELETTER TO ARTICLE 48.F. - COMMITTEE ON THE

PROFESSIONAL STATUS OF WRITERS . . . . . . . . . . . . . . . . . . . . . . . . 554

SIDELETTER TO ARTICLE 48.F. - COMMITTEE ON THE

PROFESSIONAL STATUS OF WRITERS -- TELEVISION . . . . . . . . . . 556

SIDELETTER TO ARTICLE 51 RE “DISTRIBUTOR” . . . . . . . . . . . . . . . . . 558

SIDELETTER ON LITERARY MATERIAL WRITTEN FOR

PROGRAMS MADE FOR THE INTERNET . . . . . . . . . . . . . . . . . . . . . . . 561

SIDELETTER ON EXHIBITION OF MOTION PICTURES

TRANSMITTED VIA THE INTERNET . . . . . . . . . . . . . . . . . . . . . . . . . . 563

SIDELETTER RE INDUSTRY-WIDE DISCUSSIONS OF EXHIBITIONS

OF MOTION PICTURES TRANSMITTED VIA THE INTERNET . . . . . 566

ARTICLE 64 SIDELETTER RE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 568

SIDELETTER REGARDING INTEREST ON DELINQUENT

RESIDUALS PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 571

QUALIFIED DISTRIBUTOR/BUYER LETTER OF AGREEMENT

(THEATRICAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572

STANDARD LETTER OF GUARANTY (THEATRICAL) . . . . . . . . . . . . . . 575

QUALIFIED RESIDUAL PAYOR LETTER OF AGREEMENT

(TELEVISION) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 577

STANDARD LETTER OF GUARANTY (TELEVISION) . . . . . . . . . . . . . . . 580

SIDELETTER ON NEW TECHNOLOGIES COOPERATIVE EDUCATION

PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583

SIDELETTER ON INFORMATIONAL PROGRAMS . . . . . . . . . . . . . . . . . . 585

SIDELETTER RE METHODS OF ENCOURAGING ORIGINAL

WRITER’S CONTINUED PERFORMANCE OF WRITING
SERVICES - TELEVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 587

AMENDMENT AGREEMENT RE RELEASE OF ROYALTY PLAN

PROGRAMS TO BASIC CABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 588

- xii -
 PREAMBLE REGARDING SO-CALLED “POSSESSIVE CREDITS”

Purpose of Preamble

In the negotiations leading to the 1995 Minimum Basic Agreement, the

Companies and the Guild confirmed their jointly held view that the making of film
and television is a collaborative art and business venture in which the contributions
of many persons are essential, and without which motion pictures cannot be made.
The AMPTP and the Guild sought to reach an agreement to meet the Guild’s long-
standing objection to the use of possessive credits. It was concluded that a
comprehensive resolution of the issues involved would not be reached prior to the
end of the negotiation, but that a comprehensive resolution would be sought in the
future. The bargaining parties further agreed to the inclusion of this PREAMBLE
as a means of highlighting the Writers Guild’s strong, continuing, long-standing
opposition and objections to the use of so-called “Possessive Credit(s).”

Defining Possessive Credit(s)

The term “possessive credits” refers to such credits as are generally regarded
as such in the film and television industry and which attribute, impute and/or which
could be reasonably construed to credit a person with the authorship of a film. It is
understood that the term “possessive credits” does not include any forms of writing
or source material credits. Examples of such credits are:

“A Film By ”

”Pat Brown’s [title of film]”

“A Robin Smith Film”

The PREAMBLE is in two parts:

1. Statement by the Writers Guild of America.

2. Acknowledging statement by each Company signatory to this MBA.

STATEMENT OF THE WRITERS GUILD OF AMERICA

Writers Guild Objections to Possessive Credits

Since its founding, the Writers Guild has opposed the use of the so-called
“possessive credit” on screen and in advertising and promotion when used to refer
to a person who is not the sole author of the screenplay.

The Guild’s historic, current and ongoing opposition is based upon beliefs
and principles which include the following:

Credits should, as far as possible, accurately reflect each individual’s

contribution.

The granting of a possessive credit to a person who has not both

written and directed a given motion picture inaccurately imputes sole
or preeminent authorship.

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 The proliferation of the number of unnecessary credits on screen and
in advertising devalues credits in general.

The widespread use of the credit denigrates the creative contributions

of others.

ACKNOWLEDGING STATEMENT BY EACH COMPANY

Each Company acknowledges that the Guild holds the foregoing strong
objections and beliefs regarding the use of the “possessive credit.”

The Companies believe that the best way to address the foregoing objections
is through tripartite discussions among the Companies, the WGA and the DGA
and, therefore, commit to their full participation in that process.

- xiv -
 2004 WRITERS GUILD OF AMERICA –
ALLIANCE OF MOTION PICTURE & TELEVISION PRODUCERS
THEATRICAL AND TELEVISION BASIC AGREEMENT

This Agreement, to be referred to as the “2004 Writers Guild of America-

Alliance of Motion Picture & Television Producers Theatrical and Television
Basic Agreement,” was executed as of the 1st day of November, 2004, by and
between Writers Guild of America, west, Inc. and Writers Guild of America, East,
Inc. (hereinafter referred to as the “Guild”), and the following producing
companies represented for purposes of collective bargaining by the Alliance of
Motion Picture & Television Producers, Inc. (“AMPTP”):

12:05 AM Productions, LLC

37th Floor Productions, Inc.
66 Degrees North Post

Abby Mann Productions, Inc.

Act III Productions, LP
AGV Productions, Inc.
Alan Barnette Productions, Inc.
Alan Chazin Productions
Alan Wagner Productions, Inc. dba Boardwalk Entertainment
Alex Entertainment, Inc.
All Media Inc.
Allenford Productions, Inc.
Amati, Inc.
Antonia Productions Inc.
Appleton Productions, Inc.
AR Etc. Productions, Inc.
Aries Pictures LLC
Arlington Productions, Inc.
Arnold Shapiro Productions, Inc.
Arpad Productions, Inc.
Ashland Productions, Inc.
Asuncion Development LLC
Auckland Productions, Inc.
Aura Writes, LLC
Avery Pix, Inc.
The Avnet/Kerner Company

The Barn Productions, Inc.

Barry Rosen Films
Beacon Communications, LLC
Behave Productions, Inc.
Bella Donna Pictures, Inc.
Belleville Productions, Inc.
BG Properties, Inc.
Big Ticket Pictures Inc.
Big Ticket Productions Inc.
Blackbird Films Ltd
Blenheim Films Limited
Blueprint Entertainment (USA), Inc. dba Blueprint Entertainment

C:\Documents and Settings\shira\Desktop\WGA MBA-2004-Part 1.wpd

Blueprint Entertainment Corporation
BoJames Entertainment, Inc.
Borndreamer Inc.
BOT Productions, Inc.
Brad Lachman Productions, Inc.
Braun Entertainment Group, Inc.
Bright Lady Productions, LLC
Bright Star Pictures LLC
The Bubble Factory LLC
Bungalow 78 Entertainment, Inc.
Bungalow 78 Productions, Inc.

C.G. Productions
Camelot Pictures LLC
Camelot Productions, LLC
Candagallo Productions, Inc.
Cannell Entertainment, Inc.
Canterbury Productions, Inc.
Cara Communications Corporation d/b/a Vin Di Bona Productions
Carnegie Hill Productions, Inc.
Castle Rock Pictures, Inc.
Castle Rock Television, Inc.
Catch23 Productions, Inc.
CB Productions, LLC
Cecchi Gori Pictures
Centropolis Entertainment, Inc. (formerly RE Film Development, Inc.)
Chainsaw Productions LLC
The Childhood Project, Inc.
Chiz Schultz, Inc.
ChubbCo FilmCo
Chuck Fries Productions, Inc.
Cinergi Pictures Entertainment, Inc.
Cloverleaf Productions Inc. dba CL Productions Inc.
Coconuts Productions, Inc.
Code 2 Productions Inc.
Columbia Pictures Industries, Inc.
Columbia TriStar Television, Inc.
Constantin Media GmbH Audiovisuelle Produktion
Corapeake Productions, Inc.
Corday Productions, Inc.
Cornerstone Productions - A California Corporation
Corsica Productions, Inc.
Cosgrove/Meurer Productions, Inc.
Costume & Production Services Inc.
Country Music Association, Inc.
CPT Holdings, Inc.

Dakota North Entertainment, Inc.

Dale Earnhardt Foundation Inc.
Dan Curtis Productions, Inc.
Dan Wigutow Productions, Inc.
Daniel Giat d/b/a Carroll Street Productions
Danjaq LLC

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Dave Dog Productions, Inc.
Deeper Dimensions, Inc.
dick clark film group, inc.
dick clark productions, inc.
Dino De Laurentiis Company
Documentary Broadcasting Company
Dog Run Production, Inc.
DR Productions, Inc.
DreamWorks Dramatic Television L.L.C.
DreamWorks Films LLC
DreamWorks SKG TV L.L.C.
DreamWorks Television LLC

East of Doheny, Ltd.

EE Development and Productions, LLC
Elizabeth Street Productions, Inc.
ELP Communications
Entertainment Industries Council, Inc.
E.O.B. Productions, Inc.
Escape Artists Productions, LLC
Essence Film & Television Productions, LLC
EUE Temps Inc.
Evergreen Pictures LLC
Exclamation Productions, Inc.

Family Tree Productions, Inc

Figaro Films, Inc.
The Film Foundry, Inc.
FilmQuest Pictures Corporation
Final Draft, LLC
Final Stretch Productions, Inc. fka Lookalike Productions, Inc.
Fireworks Media Inc.
First Light Productions, Inc.
The FKPS Company
fleisherfilm, inc.
Floresta Productions, Inc.
Flye Bye Nyte Productions, Inc.
FM Rocks Films, Inc.
Focus I Productions, Inc.
Forward Pass, Inc.
Fountain Productions, Inc.
Four Winds Entertainment, LLC
Fox Late Night Productions, Inc.
Fox Nitetime Prod., Inc.
Fox Square Productions, Inc.
Frank & Bob Films II
Frozen Lake Productions, LLC
FSO Productions, Inc.
Fuma Films, Ltd.
Furious Pictures Corporation
FWA Productions, Inc.

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Galaxy Way Productions, Inc.
Gary Hoffman Productions, Inc.
George S. Taweel, Inc.
Get A Life Productions, Inc.
Girl Group Co.
Glenhill Productions, Inc.
Goldberg and O’Reily Enterprises, Inc.
Granada US Productions
Grand Productions, Inc.
Granville Productions, Inc.
Green/Epstein Productions, Inc.
The Greenblatt Janollari Studio, Inc.
Gross/Weston Productions, Inc.

Halberd Productions, Inc.

Hallmark Entertainment Productions, LLC
Hardware Distribution, Inc.
Hearst Entertainment, Inc.
Helfgott-Turner Productions, Inc.
High Productions, Inc.
Highlander Pictures, Ltd.
Hillard Productions, Inc.
Hitmakers Publishing, LLC
Holding Pictures Development Co., LLC
Hollyvista Productions, Inc.
Hoosier Daddy, Inc.
Howard Dratch Productions
Hudson Productions, Inc.

Iberoamericana Films Produccion S.A.

Imagine Television
Independent Projects, Inc.
Interim Productions, Inc.
Intermedia Film Development Ltd.
International Movie Trading Inc.
Intravenous Therapy Services, Inc.
Invader Productions, Inc.
It’s Mitz Productions, Inc.

Jam Bay Productions, Inc.

James B. Harris Productions, Inc.
Jay Wolpert Enterprises Inc.
Jeff Margolis Productions, Inc.
Jennilind Productions, Inc.
Jeopardy Productions, Inc.
Jerry Reger Productions, Inc.
Joel Freeman Productions, Inc.
John G. Farbes
Johnny Lindy Company d/b/a Vin Di Bona Productions
The Jon Avnet Co. II

Katja Motion Picture Corp.

Kelley Productions, Inc. dba David E. Kelley Productions

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The Kemp Company, Inc.
Kid Ro Productions, LLC DBA One Canvas Productions, LLC
Killer Bunny Inc.
Kinema Motion Pictures, Inc.
KLS Communications Inc.

La Boca Productions LLC

La Mesa Productions, Inc.
Lafitte Productions, Inc.
Lakeshore Entertainment Group LLC
Lance Burton Productions, Inc.
Landscape Entertainment, Inc.
Lary Simpson Productions
Lava Films LLC
Leibovitz-Hellman Productions, Inc.
Lester Persky Productions, Inc.
Let’s Make A Deal
Level Pictures, Inc.
L G Films
L.H. Pictures Corporation
Lifetime Television Development, Inc.
Lightstream Entertainment, Inc.
Lightyear Entertainment Inc.
Lincoln Center for the Performing Arts, Inc.
Llamame Loco Producciones, Inc.
LMK Productions, Inc.
LMNO Productions, Inc.
Long Acre Productions Limited
Longbow Productions, LLC
Looking Glass Entertainment
A Louis J. Horvitz Production
LRF Development Company, Inc.
LST International Productions, Inc.
Lumiere Productions, Inc.

Mad Mack Productions Inc.

Madison Avenue Productions, Inc.
Madison Productions, Inc.
Mar Azul Productions, LLC
Marigold Productions, LLC
Mark Ritts Productions, Inc.
Marlig Entertainment, LLC
Maroda, Inc.
Maxwell Productions, Inc.
McFarlane Productions, Inc.
Mc Gee Street Productions, Inc.
Mendocino Communications, Inc.
Merchant Ivory Productions Inc.
Mersey Masala, Inc.
Metro-Goldwyn-Mayer Pictures Inc.
MGM Television Entertainment Inc.
Michele Lee Entertainment, Inc.
Michele Lee Productions, Inc.

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Middle Fork Productions
Milkwood Films, L.L.C.
Millennium Mediaworks, Inc.
Millie Film Development, LLC
Miltod Productions, LLC
Montecito Pictures, LLC
Montrose Productions, Inc.
Morrow-Heus Productions, Inc.
MT2 Services, Inc.
Mysteries of History Productions, Inc.

Nasser Brothers Studio

National Studios, Inc.
New Amsterdam Entertainment, Inc.
New Regency Productions, Inc.
Night Life Inc.
Niki Marvin Productions, Inc.
Northfork Pictures LLC
N.W. Productions

October Holdings, Inc.

On TV, Inc.
One On Productions, Inc.
Open Water Productions LLC
Osage Productions, Inc.
OTML Productions, Inc.

Pacifica Film Development, Inc.

Paradyne
Paramount Pictures Corporation
Park Court Productions, Inc.
Paul Clifford Escoll dba Paul Clifford Escoll Entertainment
Paulist Pictures, Inc.
Pebblehut Doc IV Inc.
Pebblehut F.B. Eye Inc.
Pense Productions LLC
Penthouse Presentations Inc.
Pet II Productions, Inc.
Peter Matulavich
Phoenix Pictures Development Corp.
Phonograph Films, Inc.
Picante Pictures LLC
Plan 10, Inc.
Platinum Band LLC
Pond Writer, LLC
Post Aw, Inc.
Priority Productions, Inc.
Punch Productions, Inc.

Quadra Productions, Inc.

Ralph Edwards Productions

Ralph Edwards/Stu Billett Productions

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Readcrest Productions, Inc.
Red Cliff Productions, LLC
Red Shoes, Inc.
Redweed Productions, LLC
Regency Television Productions, Inc.
Remote Broadcasting, Inc.
Renaissance Films Limited
Revolution Studios Development Company, LLC
Richmel Productions, Inc.
Rick Locke Productions Inc.
Risk Control Productions Inc.
Riverside Actors Holdings, Inc.
RLR Associates Ltd.
Robert Benedetti Productions, Inc.
Roma Pictures Inc.
Room 9 Productions LLC
Rosecrans Productions, Inc.
Rubin Productions, Inc.
The Ruddy Morgan Organization, Inc.
Run It Raw, Inc.

Sam Denoff Productions, Inc.

Sam Pillsbury Films, Inc.
Samson, Inc.
Samuel Goldwyn Productions
San Bao Enterprises, Inc.
San Vicente Productions, Inc.
Sand Creek, Ltd.
The Saul Zaentz Company
SBF/Kaplan Corporation
Scenic Productions, Inc.
SCFV Development, Inc.
Scriveners, Inc.
Sea Side Film Company
Segue Productions, Inc.
Seligman Entertainment, Inc.
Senator Development, Inc.
Seneca Productions, Inc.
Seven Arrows Multimedia, Inc.
ShadowCatcher Entertainment, LLC
Shangri-La Pictures, LLC
Shoot the Horse Productions, Inc.
Showtime Pictures Development Company
Sidney Kimmel Entertainment Inc.
Silver Dream Productions, Inc.
The SKPS Company
Sleeping Bricks, Inc.
Smash Media, Inc.
Smith & Weed Productions, Inc.
Snug Entertainment, Inc.
The Somerset Foundation, Inc.
Sony Pictures Television Inc.
Spelling Television, Inc.

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Sphinx Corporation (dba Dimitri Villard Productions)
Spinnaker Films, Inc.
Spooky House Entertainment, LLC
Spun Out Productions, Inc.
Spy Guise Video, Inc.
StarDusters Workshop Enterprises, Inc.
The Steve Tisch Company
Still Life Pictures, Inc.
Strike Entertainment, Inc.
Strike-a-Match Productions
Stuart Benjamin Productions, Inc.
StudioCanal Entertainment Development, Inc.
Summit Entertainment Development Services
Sussex Ltd., Inc.

Table Rock Productions, Inc.

Talking Wall Pictures, Inc.
TaurusRex Productions GmbH
Tavistock Films, Inc.
Taweel-Loos & Company dba TLC Entertainment
TCRK Productions LLC
Ten Point Productions, Inc.
Theodore Thomas Productions
Thunder Highway Productions
Together Again Productions Inc.
Together Again Video Productions, Inc.
Topanga Productions, Inc.
Touchstone Television Productions, LLC
Trackdown Productions, Inc.
Trailer Park Pictures, Inc.
Trial Productions, Inc.
TriStar Pictures, Inc.
TriStar Television, Inc.
Turner Pages, Inc.
TurtleBack Productions, Inc.
TV is OK Productions, Inc.
TVM Productions, Inc.
Twentieth Century Fox Film Corporation

Uncommon Productions LLC

United Artists Pictures Inc.
Universal City Studios LLLP
Universal Family Entertainment LLC
Universal Network Programming LLC
Universal Network Television LLC
Universal Studios Network Programming
USA Cable Entertainment Development LLC
USI Network Development LLC

Vasanta Productions, Inc.

Viacom Productions Inc.
Village Roadshow Productions Inc.
Vincent Pictures, Inc.

-8-
 Visual Media Ltd.
Volpone Productions, Inc.

WAD Productions Inc.

Walking Woman Productions, Inc.
Walt Disney Pictures and Television
Warner Bros. Pictures Inc.
Warner Bros. Television Production Inc.
Warner Independent Pictures, Inc.
Washo Bros. Entertainment, Inc.
Westgate Productions, Inc.
Westholme Productions, Inc.
A WGA Signatory Company Inc.
Whidbey Island Films, Inc.
Whining Dog Co., Inc.
White Cherry Entertainment, Inc.
White Oak Co., Inc.
Wilarvi Communications, Inc.
Wild Arrow Productions, LLC
Wilton Production, Inc.
Winchester Films Development, Inc.
WIP Productions Inc.
Woodridge Productions, Inc.
Wooster Productions, Inc.
World Film Services, Inc.
Writers Development LLC
WW&S Productions, Inc.

Zing Productions, Inc.

Zito Productions, Inc.

[The Company names listed above were furnished to the Guild by the AMPTP.
The Guild does not insure that any such name is in its full and correct form or is
spelled correctly. Inquiries regarding the full and correct legal name of a signatory
Company may be directed to the Guild’s Signatories Department.]

(Each entity listed above is hereinafter referred to as the “Company” and

collectively as the “Companies.”) In consideration of the mutual agreements
contained in this Agreement, the Guild and the Companies agree as follows:

The provisions of this Basic Agreement shall be designated as follows:

(i) General provisions (herein designated “General”) applicable to both

theatrical employment, options (to the extent provided in this
Agreement) and purchases and to television employment, options (to
the extent provided in this Agreement) and purchases, and

(ii) Provisions (herein designated “Television”) applicable to television

employment, options (to the extent provided in this Agreement) and
purchases only, and

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 (iii) Provisions (herein designated “Theatrical”) applicable to theatrical
employment, options (to the extent provided in this Agreement) and
purchases only.

The provisions of this Basic Agreement which are applicable to employment,

options and purchases for free television motion pictures are also applicable to
employment, options and purchases for:

(a) live television programs to the extent that such programs would be
covered if they were television motion pictures; and

(b) programs covered by Appendix B to the extent provided in Appendix

B; and

(c) motion pictures produced primarily for the basic cable market to the
extent provided in Appendix C.

Notwithstanding any of the foregoing, the provisions of this Basic Agreement are
not applicable to employment, options and purchases for:

(a) [Deleted.]

(b) programs excluded from the coverage of Appendix B which are

produced principally for the pay television and/or videodisc/
videocassette markets except to the extent provided in the Sideletter
on Informational Programs.

The Company agrees that if it produces program(s) for television of the types
heretofore traditionally produced for free television pursuant to any WGA Basic
Agreement, such program(s) will be considered to be produced either for free
television, basic cable or pay television. In the event a new distribution system
evolves (distinct from the foregoing three methods), the parties to this Agreement
reserve their respective rights with regard to such new system.

ARTICLE 1 DEFINITIONS

The following terms or words used in this Basic Agreement shall have the
following meanings:

A. GENERAL

1. The term “television motion picture” (sometimes referred to in

this Basic Agreement as “television film”) means the
entertainment portion of motion pictures, whether made on or
by film, tape or otherwise and whether produced by means of
motion picture cameras, electronic cameras or devices or any
combination of the foregoing or any other means, methods or
devices, now used or which may hereafter be adopted for the
recordation of motion pictures produced primarily for
exhibition by free television. The prefatory language to this
Basic Agreement and the provisions cited therein determine the
extent to which the provisions of the Basic Agreement which

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 are applicable to television motion pictures are also applicable
to pay television and basic cable.

2. The term “theatrical motion picture” means motion pictures

and photoplays, whether made on or by film, tape or otherwise
and whether produced by means of motion picture cameras,
electronic cameras, or devices or any combination of the
foregoing or any other means, methods or devices now used or
which may be hereafter adopted for the recordation of motion
pictures produced primarily for exhibition in a theater or similar
location in which a fee or admission charge is paid by the
viewing audience, other than those motion pictures produced
primarily for exhibition in another market covered by this Basic
Agreement.

3. The term “basic cable,” as distinguished from pay television or

free television, refers to that type of exhibition which is
commonly understood in the industry today to be basic cable
exhibition.

4. The terms “pay television” and “videodisc/videocassette” are

defined in Article 51 and in Appendix B of this Basic
Agreement.

5. The term “literary material” shall be deemed to include stories,

adaptations, treatments, original treatments, scenarios,
continuities, teleplays, screenplays, dialogue, scripts, sketches,
plots, outlines, narrative synopses, routines, and narrations, and,
for use in the production of television film, formats.

6. The term “radio rights” means the right to broadcast by radio

for aural reception only and unaccompanied by any recordation,
transmission or broadcast intended for visual reception.

7. The term “week-to-week employment” means the employment

of a writer on a week-to-week basis which, except for such
restrictions as may herein elsewhere be contained, may be
terminated by the Company or writer at any time.

8. The term “public domain” refers to literary material which is

not subject to copyright protection in the United States.

9. The term “member of the Guild in good standing” means a

member of the Guild who has tendered the initiation fee and
periodic dues uniformly required as a condition of acquiring or
retaining membership.

10. The term “writer” shall not be deemed to include any corporate
or impersonal purveyor of literary material or rights therein.

11. Other than as provided in Article 14 hereof, this Basic

Agreement shall not, nor is it intended to cover, the
employment of Producers, Directors, Story Supervisors,

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 Composers, Lyricists, or other persons employed in a bona fide
non-writing capacity except to the extent that such employment
consists of writing services covered under this Article 1, section
B.1.a.(2) or section C.1.a., nor the employment of Story
Analysts, at any time prior to the expiration of this Basic
Agreement, in the synopsizing of literary material, as referred
to in the footnotes to Paragraph 1 of the wage scales and
working conditions of the current agreement between “Producer
and I.A.T.S.E. & M.P.T.A.A.C. and Local #700S thereof.”

12. It is understood that this Basic Agreement shall not, nor is it

intended to, cover contracts for the purchase of literary material
(a) which literary material at the time of purchase is published
or exploited in any manner or by any medium whatever, or (b)
with a person who is not a professional writer as defined in
Article 1.B.1.b. or 1.C.1.b. hereof, whichever of said
subparagraphs of Article 1 is applicable.

12.1. The term “network,” as used in this Agreement, means ABC,

CBS, FBC (Fox Broadcasting Company) and NBC, or any
other entity which qualifies as a “network” under Section
73.662(f) of the rules of the Federal Communications
Commission, unless the FCC determines that such entity is not
a “network” for purposes of such Section.

13. Other terms not expressly defined in this Basic Agreement are
used in their present commonly understood meaning in the
theatrical motion picture and television motion picture industry
in the State of California.

14. [Deleted.]

15. [Deleted.]

16. [Deleted.]

17. [Deleted.]

B. THEATRICAL

1. Writer and Professional Writer

a. A “writer” is a person who is:

(1) employed by the Company to write literary

material as defined herein, where the Company has
the right by contract to direct the performance of
personal services in writing or preparing such
material or in making revisions, modifications or
changes therein; or

(2) employed by Company, who performs services (at

Company’s direction or with its consent) in writing

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 or preparing such literary material or making
revisions, modifications, or changes in such
literary material regardless of whether such
services are described or required in his/her
contract of employment; provided, however, that
any writing services described below performed by
Producers, Directors, Story Supervisors (other than
as provided in Article 14 hereof), Composers,
Lyricists, or other employees, shall not be subject
to this Basic Agreement and such services shall not
constitute such person a writer hereunder:

(a) Cutting for time

(b) Bridging material necessitated by cutting for
time
(c) Changes in technical or stage directions
(d) Assignment of lines to other existing
characters occasioned by cast changes
(e) Changes necessary to obtain continuity
acceptance or legal clearance
(f) Casual minor adjustments in dialogue or
narration made prior to or during the period
of principal photography
(g) Such changes in the course of production as
are made necessary by unforeseen
contingencies (e.g., the elements, accidents
to performers, etc.)
(h) Instructions, directions, or suggestions,
whether oral or written, made to writer
regarding story or screenplay

In addition to the foregoing, in the case of a person who

at the time he/she performs services has not received at
least two (2) screen credits for story or screenplay or
both, as determined pursuant to Theatrical Schedule A of
this Basic Agreement, or Schedule A of prior Theatrical
Basic Agreements, within a period of ten (10) years (or
has not received at least one (1) of such credits within a
period of five (5) years) immediately prior to the
rendition of such services, and who is employed solely in
the capacity of the bona fide producer of a motion picture
and whose employment does not include the requirement
that he/she perform writing services, then, such person
may, in addition to the above, perform the following
writing services: make changes in dialogue, narration or
action, but not including significant changes in plot, story
line or interrelationship of characters, and such services
by such person shall not be subject to this Basic
Agreement. If such person does make significant
changes in plot, story line or interrelationship of
characters, then such services by such person shall be
subject to this Basic Agreement, except Article 6 hereof.

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In addition to the foregoing, in the case of a person who
at the time he/she performs services has received at least
two (2) such screen credits within such ten (10) year
period (and with at least one (1) of such credits within
such five (5) year period) immediately prior to the
rendition of such services, and who is employed solely in
the capacity of the bona fide producer of a motion
picture, and whose employment does not include the
requirement that he/she perform writing services, then, if
such person shall perform writing services in addition to
those described in (a) through (h) above, such services by
such person shall be subject to this Basic Agreement.

In addition to the foregoing, in the case of a person who

at the time he/she performs services is employed solely in
the capacity of the director of a motion picture, and
whose employment does not include the requirement that
he/she perform writing services, then, such person may,
in addition to the above, perform the following writing
services: make changes in dialogue, narration or action,
but not including significant changes in plot, story line or
interrelationship of characters, and such services by such
person shall not be subject to this Basic Agreement.

If such person does make significant changes in plot,

story line or interrelationship of characters, then such
services by such person shall be subject to this Basic
Agreement, except Article 6 hereof.

In any event, if any producer or director shall receive

screen credit pursuant to the provisions of Theatrical
Schedule A and the Guild’s credit rules relating to the
writing contribution necessary for such credit, then the
provisions of Paragraph I. of Article 6 of this Basic
Agreement shall apply with respect to such person.

With respect to a person employed solely as a producer-

director, on the motion pictures which he/she directs, the
director paragraph above shall apply and on the motion
pictures which he/she does not direct, the producer
paragraphs above shall apply.

As used above, “producer” shall also include the bona

fide executive producer of said motion picture if such
executive producer is of the same industry stature and has
responsibilities and functions similar to those held or
exercised by the following executive producers during
1977: Samuel Arkoff, Ron Miller and Marvin Mirisch.

With respect to signatory Companies, no services of any

kind of any executive of the same industry stature and
with responsibilities and functions similar to those held
by or exercised by the following executives during 1977:

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 Cardon Walker, Alan Ladd, Jr., John Calley, and Daniel
Melnick shall be covered by any provisions of this Basic
Agreement, except that if any such executive shall
receive screen credit pursuant to the provisions of
Theatrical Schedule A and the Guild’s credit rules
relating to the writing contribution necessary for such
credit, then the provisions of Paragraph I. of Article 6 of
this Basic Agreement shall apply to such person.

b. The term “professional writer” means a person who on

or after November 1, 2004, sells, licenses or options to
the Company the ownership of or rights to use literary
material written by such writer, for use in the production
of a motion picture, which literary material had not prior
to such sale, license or option been published or
exploited in any manner or by any medium whatever, and
who at such time:

(1) has received employment for a total of thirteen

(13) weeks, which need not be consecutive, as a
motion picture and/or television writer, or radio
writer for dramatic programs; or

(2) has received credit on the screen as a writer for a

television or theatrical motion picture; or

(3) has received credit for three (3) original stories or

one (1) teleplay for a program one-half hour or
more in length in the field of live television; or

(4) has received credit for three (3) radio scripts for
dramatic radio programs one-half hour or more in
length; or

(5) has received credit for one (1) professionally

produced play on the legitimate stage, or one (1)
published novel.

The Company may rely on the statement of the writer

with respect to whether or not the material had
theretofore been published or otherwise exploited.

2. The term “treatment” means an adaptation of a story, book,

play or other literary, dramatic or dramatico-musical material
for motion picture purposes in a form suitable for use as the
basis of a screenplay.

The term “original treatment” means an original story written

for motion picture purposes in a form suitable for use as the
basis of a screenplay.

3. The term “screenplay” means the final script with individual

scenes, full dialogue and camera setups.

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4. The term “first draft screenplay” means a first complete draft
of any script in continuity form, including full dialogue.

5. The term “story” means literary or dramatic material indicating

the characterization of the principal characters and containing
sequences and action suitable for use in, or representing a
substantial contribution to, a final script.

6. The term “shorts” or “short subjects,” for the purposes of this

Basic Agreement, is defined as motion pictures which when
released are 3,600 lineal feet or less in length, other than motion
pictures known as cartoons, newsreels, trailers, travelogues,
commercials or news and sports commentaries and motion
pictures intended primarily for exhibition by free television, if
such motion pictures are originally made and originally
distributed as such.

7. The term “rewrite” means the writing of significant changes in

plot, story line, or interrelationship of characters in a
screenplay. “Polish,” as used herein, means the writing of
changes in dialogue, narration or action, but not including a
rewrite.

8. Merchandising Rights - The term “merchandising rights”

means the right to manufacture and to sell or otherwise dispose
of any object or thing first described in literary material written
by the writer pursuant to an employment agreement subject to
this Basic Agreement, entered into on or after November 1,
2004, or acquired from a professional writer; provided such
object or thing is fully described in such literary material and by
such description appears to be unique and original.
Merchandising rights include the right of publication in
publications of the generic type described as “photo novels” or
“photo albums.”

The writer shall have no merchandising rights. However, if the

Company exploits the merchandising rights (as defined above)
in any such literary material, Company shall pay to such writer
an amount equal to five percent (5%) of absolute gross, that is,
monies remitted by the manufacturer on account of the
exploitation of the subject merchandising rights. The
provisions of this subparagraph 8. are also applicable to a writer
who is not entitled to Separation of Rights.

9. The term “interactive rights” means the right:

a. to reuse a theatrical motion picture, in whole or in

substantial part, in an interactive program, as provided in
Article 64.B.1.;

b. to utilize excerpts from a theatrical motion picture in an

interactive program, as provided in Article 64.B.2.; and

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 c. to produce an interactive program based upon literary
material for a theatrical motion picture written by a writer
pursuant to an employment agreement (to which
employment the provisions of this Basic Agreement or
any prior MBA containing a separation of rights
provision applies) or acquired by the Company from a
professional writer (to which acquisition the provisions
of this Basic Agreement or any prior MBA containing a
separation of rights provision applies), which interactive
program meets the requirements of Article 64.C.1.

The writer shall have no interactive rights. However, if

the interactive rights are licensed as provided in Article
64.B.1., B.2., C.1., D.1.a. or D.2.a., Company shall make
payment to the writer in accordance with such provisions.

C. TELEVISION

1. Writer and Professional Writer

a. A “writer” is a person who is:

(1) engaged by the Company to write literary material

as defined herein (including making changes or
revisions in literary material), when the Company
has the right by contract to direct the performance
of personal services in writing or preparing such
material or in making revisions, modifications or
changes therein; or

(2) engaged by Company who performs services (at

Company’s direction or with its consent) in writing
or preparing such literary material or making
revisions, modifications, or changes in such
material regardless of whether such services are
described or required in his/her contract of
employment.

A writer is a creative and professional person who

performs a unique and indispensable function in relation
to the production of motion pictures. It is an element of
good faith, and part of the consideration of this
Agreement, that no Company will use any of the
following provisions of this paragraph with the purpose
or intent of circumventing the employment of writers.
Accordingly, it is agreed that the following services
performed by an employee who is not employed as a
writer shall not be subject to this Agreement and such
services shall not constitute such a person a writer
hereunder:

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 (a) Cutting for time
(b) Bridging material necessitated by cutting for
time
(c) Changes in technical or stage directions
(d) Assignment of lines to other existing
characters occasioned by cast changes
(e) Changes necessary to obtain continuity
acceptance or legal clearance
(f) Casual minor adjustments in dialogue or
narration made prior to or during the period
of principal photography
(g) Such changes in the course of production as
are made necessary by unforeseen
contingencies (e.g., the elements, accidents
to performers, etc.)
(h) Instructions, directions or suggestions,
whether oral or written, made to a writer
regarding story or teleplay

In addition to the foregoing, if a person is employed

solely in the capacity of the bona fide executive producer
or bona fide producer of a specific television program
and his/her employment agreement does not include the
requirement that he/she perform writing services, and if
said person has not been employed as a writer at least
twice since June 1, 1966, and if said person nevertheless
renders writing services (other than those specified in (a)
through (h) above), then his/her employment as a writer
shall be subject to this Basic Agreement, except that
Article 6 and Article 14 of this Basic Agreement shall not
be applicable if he/she performs no more than the
following writing services on not more than three (3)
programs in any one (1) production season (not more
than one (1) of which may be a program in a mini-series,
which for this purpose is a series of not more than eight
(8) episodes in the production season): changes in
dialogue, narration or action, but not including
significant changes in plot, story line or interrelationship
of characters. If such person makes significant changes
in plot, story line or interrelationship of characters, such
person shall be subject to Articles 6 and 14 of this Basic
Agreement.

In determining whether a person has been employed as a

writer since June 1, 1966, for the purposes of this
subparagraph, (i) each separate occasion, if any, for
which he/she has declared earnings to the Guild for
services as a writer performed on a particular theatrical
motion picture or television project since June 1, 1966,
and (ii) each occasion, if any, on which he/she has been
listed as a participating writer in relation to a screen
authorship credit determination pursuant to a collective
bargaining agreement with the Guild with respect to

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services performed as a writer since June 1, 1966 shall be
conclusively counted as an employment as a writer. The
exception provided for in this subparagraph shall not be
valid in a particular case unless the Company obtains
from the individual a warranty in writing that he/she has
not been employed as a writer at least twice since June 1,
1966. If the Guild should question whether the exception
applies, whether relating to employment by the Company
or by another signatory, the Company shall cooperate in
making available to the Guild any evidence in its
possession or control which may be relevant to the
inquiry. Said exception shall not apply to a writer if such
writer has been previously employed as a writer also
employed in additional capacities as provided in said
Article 14.

With respect to signatory Companies, no services of any

kind of any executive of the same industry stature and
with responsibilities and functions similar to those held
by or exercised by the following executives during the
1977-78 broadcast season: Larry White at Columbia
Pictures Industries, Inc., Allan Shayne at Warner Bros.
Inc., Sy Salkowitz at Twentieth Century-Fox Film Corp.,
and Ron Miller at Walt Disney Productions, shall be
covered by any provisions of the Basic Agreement,
except that if any such executive shall receive screen
credit pursuant to the provisions of Television Schedule
A and the Guild’s credit rules relating to the writing
contribution necessary for such credit, then the
provisions of Article 6, Paragraph I. shall apply to such
person.

In addition to the foregoing, in the case of a person who

at the time he/she performs services is employed solely in
the capacity of the director of a specific television
program, and whose employment does not include the
requirement that he/she perform writing services, then,
such person may, in addition to (a) through (h) above,
perform the following writing services: make changes in
dialogue, narration or action, but not including
significant changes in plot, story line or interrelationship
of characters, and such services by such person shall not
be subject to this Basic Agreement. If such person does
make significant changes in plot, story line or
interrelationship of characters, then such services by such
person shall be subject to this Basic Agreement, except
Article 6 hereof.

In any event, if any director shall, with respect to the

particular program, receive screen credit pursuant to the
provisions of Television Schedule A and the Guild’s
credit rules relating to the writing contribution necessary
for such credit, then the provisions of Article 6,

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 Paragraph I. shall apply to such person. A writer who
renders services as a director on a particular episode shall
be deemed to be a director as to such episode.

b. A “professional writer” means any person who has (1)

received employment for a total of thirteen (13) weeks as
a television, motion picture or radio writer, or (2) has
received credit on the screen as a writer for a television
or theatrical motion picture, or (3) has received credit for
three (3) original stories or one (1) teleplay for a program
one-half hour or more in length in the field of live
television, or (4) has received credit for three (3) radio
scripts for radio programs one-half hour or more in
length, or (5) has received credit for one (1)
professionally produced play on the legitimate stage or
one (1) published novel.

2. The term “teleplay” means the final script with individual

scenes, full dialogue or monologue (including narration in
connection therewith), and camera setups if required; provided,
however, that if the Company desires any script to consist in
part of suggested or indicated dialogue (so that an actor
portraying a role may extemporize therefrom), such suggested
or indicated dialogue shall be deemed to satisfy the requirement
of “full dialogue or monologue.”

3. The term “rewrite” means the writing of significant changes in

plot, story line or interrelationship of characters in a teleplay.

4. The term “polish” means the writing of changes in dialogue,

narration or action, but not including a rewrite.

5. A “back-up script” is a story and/or teleplay for a proposed

episodic series for which a writer is employed prior to the
exploitation of the television series sequel rights for such
proposed series, other than a pilot script.

6. A “pilot script” is a story and/or teleplay intended to be used

for the production of a pilot for a proposed serial or episodic
series and setting forth the framework intended to be repeated
in subsequent episodes, including the setting, theme and
premise of the proposed serial or series and its central running
characters. A story and/or teleplay may be a “pilot script”
whether or not there is a separate format for the proposed serial
or series and regardless of whether it is written for broadcast as
a unit of a unit series or as a one-time program. The foregoing
definition of pilot script also may apply to a story and/or
teleplay intended to be used for the production of a pilot for a
proposed unit series which does not have central running
characters, but which story and/or teleplay does set forth the
context and continuing framework intended to be repeated in
subsequent units, including the central premises, themes, setting

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 (locale, time, etc.), flavor, mood, style and attitude of the
proposed unit series.

Nothing herein shall be construed to require that a pilot be

produced for any such serial or series nor that a pilot script must
be written for any such serial or series.

7. The term “first draft teleplay” means a first complete draft of

any script in continuity form, including the full dialogue.

8. The term “story” means a story indicating the characterization

of the principal characters and containing sequences and action
suitable for use in or representing a substantial contribution to a
final script; provided, however, that the writer shall not be
obligated to insert dialogue therein (except to the extent
necessary to show characterization) or to prepare the story in
the form of a step outline.

9. a. A “national radio network broadcast” means a broadcast

carried simultaneously by a station or stations in excess
of the stations comprising a regional radio network.

b. A “regional radio network” means a network maintained

by a network company for regional coverage as
distinguished from national or transcontinental coverage.

10. The term “dramatic rights” means the right of presentation in

dramatic form on the speaking stage with living actors
appearing and performing in the immediate presence of an
audience, without any recordation, transmission, or broadcast
thereof intended for aural or visual reception at places away
from the place of performance, except that the dramatic rights
shall include the right to broadcast directly by television such
live presentation without any kinescope or other recording
thereof, subject to restriction concerning the time when such
broadcasts may be made as hereinafter provided.

11. The term “publication rights” means the right to publication of

the work in book form or in magazine or periodical form,
including serial publication.

12. “Series sequel rights” means the right to use the leading
character or characters of a work participating in a substantially
different story in an “episodic series” or “serial” type television
program or radio program.

“MOW sequel rights” means the right to use the leading

character or characters of a work participating in a substantially
different story in a program, ninety (90) minutes or longer,
which is ordered subsequent to the broadcast of the “first
MOW,” as defined in Article 16.B.2.b., and is other than an
exploitation of the “series sequel rights.”

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13. The term “single unit” means a television program intended for
broadcast as a single show, broadcast or program, and not as a
part of a unit series or episodic series.

14. The term “unit series” means a series of programs, each of

which contains a separate complete story, without a character or
characters common to each of the programs in the series, but
held together by the same title, trade name or mark or
identifying device or personality common to all the programs in
the series.

15. “Episodic series” means a series of programs, each of which

contains a separate complete story with a character or characters
common to each of the programs in the series, provided,
however, that such series shall still remain an episodic series
even though a two- three- four- or five- multi-part story is
utilized in the series.

With regard to “literary material” for an “episodic series,”

extricable material shall consist of the plot of such material, and
such original characters and characterizations which are
distinctive and identifiable and which are the sole original
creation of the writer, but shall not include the names of the
characters.

16. The term “serial” means a series of programs in which

generally the same characters carry on a continuing narrative.

17. The term “established serial or episodic series” means a serial

or episodic series based upon material that has been published
or exploited in any manner or by any medium whatsoever, or
based upon a story in the public domain or owned by the
Company.

18. Merchandising Rights

a. The term “merchandising rights” with regard to any

established serial or episodic series, or any unit series or
one-time television program to which separated rights do
not apply, means the right to manufacture and to sell or
otherwise dispose of any object or thing first described in
literary material written by the writer, provided such
object or thing is fully described therein and by such
description appears to be unique and original.

b. With regard to writers entitled to separation of rights,

merchandising rights shall mean the exclusive right to
grant to manufacturers or others the right to refer, in
conjunction with the marketing or exploitation of objects
or things, to the series in which the writer’s separation of
rights exists or to characters of such series, but such
objects or things shall not include:

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(1) The television motion picture itself or any part of
the television motion picture;

(2) Music composed for or identified with such series

or with any episode of such series, including any
form of exploitation of music, such as records or
publishing;

(3) Objects or things furnished by a manufacturer or

other person or company for use in or in
connection with such series or any episode of such
series, where the Company receives no revenue
from the marketing of such objects or things (for
example, a motorcycle manufacturer furnishes
motorcycles to the Company for photography in a
series dealing with motorcyclists in exchange for
the right granted to the manufacturer to refer to the
series or to characters of the series in conjunction
with the marketing and exploitation of its
motorcycles);

(4) Objects or things manufactured or sold by any

sponsor of such series, where the right to refer to
such series or characters of such series in
conjunction with the marketing of such objects or
things is obtained by the sponsor as part of the
initial agreement for the sponsorship of the series,
and the Company receives no revenue from the
marketing of such objects or things (as
distinguished from the revenue received by the
Company for the series itself); but the sponsor
referred to in this subparagraph (4) refers to the
overall sponsor or sponsors of the series, as
distinguished from the companies advertising in
“spot” commercials;

(5) Objects or things which, in the reasonable

judgment of the Company, would be harmful to the
Company, network, sponsor or series to identify
with such series or with characters of such series.

To effectuate the purposes of the foregoing provisions,

the writer shall notify the Company in writing of the
proposed license and the object or thing which is to be
the subject of the license at least ten (10) business days
before granting the license, so as to give the Company
the opportunity to give appropriate notice to the writer.
If the Company notifies the writer that any proposed
license is in violation of any of the foregoing provisions
of this subparagraph 18., the Company shall concurrently
send a copy of such notice to the Guild. Within one (1)
business day after receipt of such notice the Guild may
submit the dispute to arbitration, for which purpose the

- 23 -
 “quick arbitration” provisions of Paragraph 26 of
Theatrical Schedule A shall be used (but for this purpose
a special panel of arbitrators shall be selected by the
parties as promptly as possible following the execution of
this Agreement). With respect to subparagraph (5), the
arbitrator’s authority shall be limited to deciding whether
the Company’s judgment was reasonable. The reserved
merchandising rights do not include the right to use or
license the use of:

(i) The name or likeness of any person;

(ii) Any proper name, trademark, service mark, trade

name, or literary or artistic character (except public
domain characters) existing and first exploited
independently of such series.

The Company does not warrant or represent that it has or

will have the right to use the title of the series or of any
episode of the series in merchandising deals. In the event
that a writer of a particular episode is entitled to a
merchandising rights payment, the amount due such
individual shall be deducted from the merchandising
rights payment which would otherwise be due the writer
entitled to separation of rights in the series. The
definition of “merchandising rights,” as it applies to
writers entitled to separation of rights, shall be without
prejudice to the respective positions of the parties hereto
as to the meaning of the term in previous collective
bargaining agreements.

19. The term “interactive rights” means the right:

a. to reuse a television motion picture, in whole or in

substantial part, in an interactive program, as provided in
Article 64.B.1.;

b. to utilize excerpts from a television motion picture in an

interactive program, as provided in Article 64.B.2.; and

c. to produce an interactive program based upon literary

material for a television motion picture written by a
writer pursuant to an employment agreement (to which
employment the provisions of this Basic Agreement or
any prior MBA containing a separation of rights
provision applies) or acquired by the Company from a
professional writer (to which acquisition the provisions
of this Basic Agreement or any prior MBA containing a
separation of rights provision applies), which interactive
program meets the requirements of Article 64.C.2.,
subject to the following:

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 (1) When separation of rights does not apply to such
literary material, but the writer(s) describes an
object or thing or introduces a character as
provided in Article 64.C.2.a. or b., such writer
shall have no interactive rights. However, if the
Company exploits the interactive rights as
provided in Article 64.C.2., D.1.b. or D.2.b.,
Company shall make payment to such writer in
accordance with such provisions.

(2) The interactive rights described in this

subparagraph c. are reserved to the writer(s)
entitled to separation of rights pursuant to Article
16.B.3.a. (subject to Article 16.B.3.d. or e. and
16.B.5.).

With respect to subparagraphs a. and b. above, the writer

shall have no interactive rights. However, if the
Company exploits either of such rights as provided in
Article 64.B., D.1.b. or D.2.b. (subject to subparagraph
c.(2) above), Company shall make payment to the writer
in accordance with such provision.

20. A “routine” means a self-contained dramatic unit constituting

fifty percent (50%) or less of the entertainment portion of a
comedy-variety program; provided that such routine is either (a)
an adaptation of material previously used in television or any
other medium, or (b) original and written to fit the special
talents and personality of the particular actor or actors in the
program involved.

21. The term “simulcast” means the broadcast of a single

performance of a program by radio and television, whether or
not the radio and television broadcasts are made at the same
time, provided that the original broadcasts by radio and
television take place within twenty-one (21) days of each other.

22. Writers of variety and audience participation programs shall be

deemed included under all provisions of this Basic Agreement
to the same extent as writers of dramatic programs, despite the
fact that only “story” and “teleplay” are hereinafter referred to
in the Agreement.

23. The term “weekly unit of television films” means the number of
television films of a particular series of variety (including
comedy-variety), quiz or audience participation programs
prepared by the same writer or writers for initial broadcast
within one (1) week.

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24. The term “format” means a written presentation consisting of
the following:

a. As to a serial or episodic series, such format sets forth the

framework within which the central running characters
will operate and which framework is intended to be
repeated in each episode; the setting, theme, premise or
general story line of the proposed serial or episodic
series; and the central running characters which are
distinct and identifiable, including detailed
characterizations and the interplay of such characters. It
also may include one or more suggested story lines for
individual episodes.

b. As to a multi-part series telling a complete story such as

“Rich Man, Poor Man” (Book I) or “Roots” or a prime
time serial, such as “Executive Suite,” such format as
described in a. above shall be called a “bible” if, in
addition and at the request or upon the instructions of the
Company, it contains all of the following characteristics
and requirements:

(1) It is in much greater detail than a traditional

format, and includes the context, framework, and
central premises, themes and progression of the
multi-part series or serial.

(2) It sets forth a detailed overall story development

for the multi-part series or for the first broadcast
season of the serial (or such lesser period as may
be contracted for with the writer) and includes
detailed story lines for (a) all of the projected
episodes of the multi-part series or (b) most of the
projected episodes for the first broadcast season of
the serial (or such lesser period as may be
contracted for with the writer).

(3) The characters must be not only distinct and

identifiable, but must be set forth with detailed
descriptions and characterizations.

c. Except as to minimum compensation and reversion

pursuant to Article 16.B.2.a., a “bible” is a format for all
other purposes of this Agreement, including but not
limited to other applicable provisions of Article 16.B.

d. As to a unit (anthology) series, a format means a written

presentation consisting of the following: a detailed
description of the concept of the proposed series; the
context and continuing framework intended to be
repeated in each episode; and the central premises,
themes, setting (locale, time, etc.), flavor, mood, style
and attitude of the proposed series; and it may include

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 suggested story lines for several of the projected
episodes.

25. The term “narration” means material used (typically off

camera) to explain or relate sequences or action (excluding
promos or trailers).

26. Narrative Synopsis: An outline of a story owned by a writer,

which is prepared for the purpose of determining the suitability
of the story for teleplay purposes, which outline shall indicate
characters and plot line but need not be sufficiently developed
to meet the definition of a story.

ARTICLE 2 TERM AND EFFECTIVE DATE OF AGREEMENT

A. GENERAL

1. The term of this Basic Agreement shall commence on

November 1, 2004 and shall continue to and include October
31, 2007.

2. With respect to all employment agreements with writers in

effect on November 1, 2004, the terms of this Basic Agreement
relating to minimum compensation and to rights in material
shall apply only to services performed and literary material
written under such employment contracts where the date of
actual employment (i.e., the commitment date) was on or after
November 1, 2004, except as specifically otherwise provided
herein in Article 2, Section B. or Section C.

3. With respect to literary material licensed or acquired from

professional writers (as described herein), the terms of this
Basic Agreement relating to minimum compensation and rights
in material shall apply only to unpublished and unexploited
literary material licensed or acquired from such professional
writers on or after November 1, 2004. Options of unpublished
and unexploited literary material obtained from professional
writers on or after November 1, 2004 shall be subject only to
the provisions of this Basic Agreement relating to options (i.e.,
third paragraph of Article 13.A., Article 13.B.1.a., Article
16.A.3.d. and Article 16.B.3.i.), and then only to the extent
applicable. Disputes relating to the options provisions listed in
the preceding sentence shall be subject to grievance and
arbitration as provided in Articles 10, 11 and 12 of this
Agreement.

4. Company or Guild may, by written notice to the other served

not earlier than ninety (90) days nor later than sixty (60) days
prior to the expiration date of this Basic Agreement, signify its
desire to negotiate a new collective bargaining agreement which
shall become effective upon a date determined by mutual
agreement between the Company and the Guild. Such notice

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 shall set forth in detail the proposals or recommendations of the
party serving such notice. If such notice is served, the parties
agree to commence negotiations covering the proposals or
recommendations in the notice, and the proposals and
recommendations of the party receiving such notice, within
thirty (30) days after the receipt of such notice and to continue
such negotiations diligently and in good faith. It is understood
and agreed that the existing Basic Agreement shall continue in
full force and effect until the termination date above provided.

5. [Deleted] (See the fourth and fifth paragraphs of Article

17.C.1. for provisions relating to the diversion of salary
increases to Health Fund contributions and vice versa.)

6. [Appeared as Article 2.A.5. in predecessor Basic Agreements.]

Nothing herein contained shall be deemed to modify or affect
the terms or conditions of any existing contract which are more
favorable to the writer than the terms and conditions of this
Basic Agreement.

B. THEATRICAL

1. With respect to all theatrical employment agreements with

writers under term or deal contracts which were in effect on
November 1, 2004, the new minimum compensations,
conditions and Theatrical Schedule A as herein contained shall
not in any manner be applicable for the period prior to, nor
effective until:

a. in the case of a term contract, the effective date of the

exercise of the next option which occurs after November
1, 2004, for the renewal of the employment period, or six
(6) months after the effective date of the commencement
of the current employment period, whichever occurs first,
but in no event prior to November 1, 2004.

b. in the case of a deal contract, the effective date of the

next step of such deal contract which commences after
November 1, 2004.

2. Any contractual obligation by Company, in effect on December

12, 1966, to give credit for source material or story in
connection with a photoplay shall not in any manner be affected
by the provisions of Theatrical Schedule A contained herein.

C. TELEVISION

1. With respect to television employment agreements with writers

on a term or week-to-week contract basis in effect on
November 1, 2004, the terms of this Basic Agreement relating
to rights in material shall apply only to literary material written
pursuant to assignments made on or after November 1, 2004.

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 2. Notwithstanding any other provisions of this Article, the terms
of this Basic Agreement relating to rights in material shall not
apply to literary material written pursuant to any agreement in
effect on November 1, 2004, if the granting or reserving of such
rights, as herein provided, would conflict with any contractual
obligation of the Company to any third party entered into prior
to the effective date of this Basic Agreement; provided that the
Company does not have a right to require the removal or
elimination of the conflict created by such contractual
obligation to the third party.

ARTICLE 3 WORK LISTS, LOAN-OUTS AND RECOGNITION

A. GENERAL

1. Work Lists and Notices of Employment

Company each week shall send the Guild a list of the names of
writers in the employ of a Company, and/or the names of
professional writers from whom previously unexploited literary
material has been purchased, at any time during the preceding
week. Copies of such list shall be mailed concurrently to the
Writers Guild of America, west, Inc., 7000 West Third Street,
Los Angeles, CA 90048 and to the Writers Guild of America,
East, Inc., 555 West 57th Street, New York, New York 10019.
Company will send two (2) additional copies of work lists to
the Guild, so that the Guild may distribute copies to Pension
and Health Fund Administrators.

The notice of employment will contain the name and address of

the writer, the form of the material, the place of delivery and, if
the information is then available, whether or not any material
has been assigned to the writer. In addition, for theatrical
motion pictures, the notice of employment shall include the title
of the picture and the initial compensation for writing services.
For television motion pictures, the notice of employment shall
include the type, title and length of the program and the “initial
compensation,” as that term is defined in Article 17.B.1.e.

The Company each week shall also send the writer and the
Guild a notice of employment for each freelance writer, other
than those employed for episodic series, for whom a deal was
made during the preceding week. The notice will also indicate
the name of the Company representative to contact in
connection with such notice. The notice may contain a
statement substantially as follows, and in any event shall be
deemed to contain the following statement:

“This information is furnished pursuant to the

requirements of Article 3.A. of the 2004 Writers Guild of
America-AMPTP Basic Agreement. It is based upon the
facts presently available to us and, in any event, may be

- 29 -
 subject to change. THIS IS NOT A CONTRACT. All
contractual provisions, including rights, and
compensation terms, whether or not specified above, will
be contained in the agreement entered into between the
parties.”

The notices of employment may be combined with the weekly

work lists referred to above.

Failure on the part of the Company to furnish any notice of

employment or any list shall not constitute a default by the
Company or a breach of this Basic Agreement unless the
Company fails to deliver such list or such notice within seven
(7) days after receiving the Guild’s written request to do so.
The Guild will not send such request unless it has in fact failed
to receive such list or such notice within a reasonable period of
time. In case of a failure to send such list and/or any such
notice or notices after receiving a request to do so, liquidated
damages totaling two hundred fifty dollars ($250.00) shall be
paid for all such failures for any week. This shall be the sole
and exclusive remedy for such breach.

2. Loan-Out Agreements

In the event the Company borrows the services of a writer from

a loan-out company, then the Company shall not acquire such
writer’s services on terms less advantageous to the loan-out
company than if the Company had employed an individual to
write the material pursuant to the terms of this Basic
Agreement.

Borrowing a writer’s services through a loan-out company will

not in any manner deprive the writer of any benefits of this
Agreement to which the writer would have been entitled had
he/she been employed directly by the Company, provided that
the Company (as distinguished from the loan-out company)
shall be responsible for such benefits only to the extent that
they are within the control of the Company. Such benefits to
which the writer is entitled from the Company shall include but
not be limited to credits, compensation for television licensing
of theatrical motion pictures, residuals with respect to television
motion pictures, and separation of rights, if applicable.

With respect to compensation, and other payments which may

be due under this Basic Agreement, the Company shall pay the
loan-out company or the writer at least minimum, but is not
responsible for payment by the loan-out company to the writer.
With respect to grievance and arbitration, claims by the
loan-out company against the Company for unpaid
compensation for writing services under the loan-out agreement
shall be subject to grievance and arbitration to the same extent
as though the transaction had been an employment contract.
With respect to pension and health, the agreement between the

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 Company and the loan-out company shall provide that the
Company shall make pension and health contributions directly
to the Plans on behalf of the loan-out company. In no event
shall the Company be obligated to make larger contributions
than it would have been obligated to make had it employed the
borrowed writer directly. “Loan-out company,” for the
purposes of the foregoing and for the purposes of Article 12 of
this Basic Agreement, means a company controlled by the
writer.

B. RECOGNITION (THEATRICAL)

1. The Company hereby recognizes the Guild as the exclusive

representative for the purpose of collective bargaining for all
writers in the motion picture industry.

2. The provisions of this Basic Agreement, to the extent the same

are applicable, shall apply to professional writers. However,
the provisions of Article 6, “Guild Shop,” and Article 17,
“Pension Plan and Health Fund” are not applicable to
professional writers, except to the extent that the second
sentence of Article 17.B.1. and the second paragraph of Article
17.C.1. are applicable. The Company each week shall send the
Guild a list of the names of the writers, professional and
non-professional, from whom the Company acquired literary
material which had not been previously published or exploited
in any manner or by any medium, provided that failure on the
part of the Company to furnish any such list shall not constitute
a default by the Company or a breach of this Basic Agreement
unless the Company fails to deliver such list within forty-eight
(48) hours after receiving the Guild’s written request to do so.

C. RECOGNITION (TELEVISION)

1. The Company hereby recognizes the Guild as the exclusive

representative for the purpose of collective bargaining of all
writers engaged by the Company as employees for the purpose
of preparing literary material for the entertainment portion of
motion pictures produced primarily for exhibition over
television.

2. If a professional writer sells or licenses to the Company the

ownership of or rights to use literary material written by such
writer, for use in the production of a television motion picture,
then upon condition that such literary material had not prior to
such sale or license been published or exploited in any manner
or by any medium whatsoever, Company agrees that the
provisions of this Basic Agreement, to the extent the same are
applicable, shall be effective to determine the rights of such
professional writer and the obligations of the Company with
respect to such literary material. However, the provisions of
Article 6, “Guild Shop,” and Article 17, “Pension Plan and
Health Fund,” are not applicable, except to the extent that the

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 second sentence of Article 17.B.1. and the second paragraph of
Article 17.C.1. are applicable. The Company may rely on the
statement of the writer with respect to whether or not the
material had theretofore been published or otherwise exploited.
The Company each week shall send the Guild a list of the
names of the writers from whom the Company acquired literary
material which had not been previously published or exploited
in any manner or by any medium, provided that failure on the
part of the Company to furnish any such list shall not constitute
a default by the Company or a breach of this Basic Agreement
unless the Company fails to deliver such list within forty-eight
(48) hours after receiving the Guild’s written request to do so.

ARTICLE 4 PARTIES BOUND BY THIS BASIC AGREEMENT

A. GENERAL

1. With regard to a partnership signatory, all general partners are

personally bound.

2. With regard to any entity which becomes bound by this Basic

Agreement by reason of this section, said entity will, upon
request of the Guild, execute necessary documentation, but will
be deemed signatory even without doing so.

3. With respect to a theatrical or television motion picture covered

hereunder which is financed fifty percent (50%) or more by the
Company (or a fifty percent (50%) or more owned subsidiary of
the Company), Company will obtain a warranty from the actual
employer or purchaser that writer was paid all compensation for
writing services theretofore due. Upon request of the Guild,
Company will provide the Guild with a certified copy of such
warranty provision.

4. In the event the Company borrows a writer (whose employment

had he/she been employed directly by the Company would have
been covered by this Basic Agreement), whether from a
domestic or foreign company, the Company shall, within ten
(10) days after the execution of the agreement covering the
loan-out transaction, give the Guild a written notice of the
transaction, including the name of the lending company. An
inadvertent failure by the Company to give such notice shall not
be deemed to be a breach of this Basic Agreement.

B. THEATRICAL

1. This Basic Agreement shall be binding upon the Company and

its subsidiaries in which it has a fifty percent (50%) or more
financial interest and all parties who by reason of mergers,
consolidations, reorganizations, sale, assignment or the like
shall succeed to or become entitled to a substantial part of the
business of a signatory.

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 2. With respect to a motion picture produced by an independent
producer under a contract with the Company for the financing
and distribution of such motion picture, if Company gives the
Guild notice within ten (10) days following agreement between
Company and independent producer with respect to such
contract that such motion picture is not covered by this Basic
Agreement, then Company shall not be obligated with respect
to such picture except as otherwise provided in Article 15. If
the Company does not give the Guild such notice, then
Company shall be obligated under this Basic Agreement (and
no other collective bargaining agreement with the Guild shall
be applicable) with respect to such motion picture. The
provisions of this subparagraph 2. apply only to:

a. a writer whose employment, had he/she been employed

directly by Company in connection with such motion
picture, would have been covered by this Basic
Agreement; and

b. a professional writer where the sale or license of the

literary material involved, had it been made directly to
Company in connection with the motion picture
involved, would have been covered by this Basic
Agreement.

3. Company agrees to notify the Guild within seven (7) days after
it executes an agreement with any person, firm or corporation
(not covered by the provisions of the preceding subparagraphs
1. and 2. of this Article), for the use of its studio for the
production of a theatrical motion picture. Company further
agrees to notify the Guild within fourteen (14) days after it
executes an agreement in the County of Los Angeles,
California, with any person, firm or corporation (not covered by
the provisions of the preceding subparagraphs 1. and 2. of this
Article) for the production, distribution or release of a theatrical
motion picture where Company’s studio is not used for the
production of such picture; such notice to the Guild shall
contain the name and address of such person, firm or
corporation as well as the name of the person who signed the
agreement on behalf of such person, firm or corporation. An
inadvertent failure on the part of the Company to comply with
the provisions of this paragraph shall in no event constitute a
default by the Company or a breach of this Basic Agreement.

C. TELEVISION

1. Company agrees to cause any subsidiary company, owned or

controlled by it, which shall hereafter engage in the production
of television motion pictures, to become a signatory to this
Basic Agreement prior to its employment of any writer
employed to prepare any material for use in such motion
pictures.

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 2. With respect to a television motion picture produced by a
non-signatory independent producer under a contract with
Company for the financing, production and distribution of such
television motion picture, if Company gives the Guild written
notice not later than ten (10) days following agreement between
Company and independent producer with respect to such
contract that this motion picture is not to be covered by this
Basic Agreement, then Company shall not be obligated
hereunder with respect to it.

a. If Company does not give the Guild such notice, then

Company shall be obligated hereunder with respect to
such television motion picture.

b. This provision is subject to Article 5, “Geographical

Application.”

ARTICLE 5 GEOGRAPHICAL APPLICATION OF THIS BASIC

AGREEMENT (GENERAL)

Notwithstanding anything to the contrary contained herein, this Basic

Agreement shall apply to writers only in the specific instances set forth
below regardless of where the contract of employment or acquisition, as the
case may be, is signed:

A. As to a writer or professional writer who lives in the United States, if

a deal is made in the United States to employ such writer to render
his/her services or if an acquisition deal is made in the United States
with such professional writer, and if at the time such deal is made
such writer or professional writer is present in the United States,
regardless of where the services are rendered; provided further,
however, that if such writer or professional writer is a permanent
resident of the United States but is temporarily abroad, and if the deal
is made by his/her agent, attorney or other representative (including
the Guild acting on the writer’s behalf) who is in the United States at
the time the deal is made, such deal shall be within the scope and
coverage of this Paragraph A., even if such deal is made by such
representative in communication by telephone, mail or cable with a
representative of the Company, whether such representative of the
Company is in the United States or abroad.

B. As to a writer or professional writer who lives in the United States and

is transported abroad by Company, if a deal is made to employ such
writer to render his/her services or if an acquisition deal is made with
such professional writer while the writer or professional writer is
abroad as a result of being so transported.

C. As to an employee whose writing services are required or requested

by the Company to be performed and are performed in the United
States under the supervision and direction of the Company.

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 D. “A writer or professional writer who lives in the United States,” as
such phrase is used in Paragraphs A. and B. above, does not include
either of the following:

1. A person who lives outside the United States (other than for a
temporary visit) even though he/she may at any given time be
temporarily in the United States; or

2. A person who lives outside of the United States (other than for
a temporary visit) whether or not he/she has retained his/her
domicile in the United States.

E. A “deal is made” within the meaning of both Paragraphs A. and B.

above when agreement is reached by the Company and the writer as to
the money terms.

ARTICLE 6 GUILD SHOP (GENERAL)

A. Except as provided below, in both theatrical and television motion

pictures, each writer employed by Company on the effective date of
this Basic Agreement who is then a member of the Guild in good
standing shall remain a member in good standing, and each writer so
employed who is not a member shall, on or before the thirtieth day
following the effective date of this Basic Agreement, become and
remain a member of the Guild in good standing. Each writer
employed hereunder by Company after the effective date of this Basic
Agreement shall, not later than the thirtieth day following the
beginning of his/her first employment, as hereinafter defined, in the
motion picture and television industry, become and remain a member
of the Guild in good standing.

The term “first employment,” as referred to above, shall mean the first
such employment to which the provisions of this Basic Agreement
apply as a writer for a motion picture by an employer in the motion
picture and television industry, on or after the effective date of this
Basic Agreement.

B. The provisions of Paragraph A. of this Article 6 shall not apply:

1. If a writer is not a member of the Guild at the time of his/her

employment and although required by the provisions of his/her
employment agreement to do so, fails or refuses to become a
member of the Guild in good standing within the thirty (30)
days above-mentioned, provided that within fifteen (15) days
after written notice thereof from the Guild to the Company, the
Company shall either terminate such employment or shall pay
or cause to be paid the initiation fees and dues of the writer in
the manner, within the time, and subject to the provisions of
subparagraph E.2. hereof relating to the payment of dues. If the
Company elects to and does pay such initiation fees and dues,
such writer shall be deemed to be a member of the Guild in
good standing, but only for the period necessary to permit

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 him/her to complete the performance of his/her services in
connection with the then current assignment. The Company
may use this exception only once for any particular person.

2. To a writer whom the Company is required to employ as a

condition of the sale, license or option of material, provided that
within fifteen (15) days after written notice from the Guild to
the Company that such writer is not a member of the Guild in
good standing, the Company shall either terminate such
employment, or shall pay or cause to be paid the initiation fees
and dues that the writer would otherwise be required to pay
hereunder during such employment, in the manner, within the
time, and subject to the provisions of subparagraph E.2. hereof
relating to the payment of dues. However, the writers
employed by the Company within the exception provided for in
this subparagraph 2. shall not exceed ten percent (10%) of the
total number of writers in the employ of the Company. For the
purpose of such computation, if the Company has in its employ
at any time less than ten (10) writers, then one (1) of such
writers so employed may fall within this exception. Promptly
following the employment of any writer claimed by the
Company to be within this exception, the Company will notify
the Guild in writing of the name of the writer employed, the
date of the employment agreement and the fact that the
Company claims that such writer is an exception hereunder.
For the purpose of such computation, a writer who is employed
under an exclusive contract by a Company shall be regarded as
being employed by the Company at all times during the term of
such contract, including periods during which the writer may be
on layoff and periods during which such contract may be
suspended by reason of illness or default of the writer or
otherwise. The writer shall be regarded as continuing in the
employ of the Company by which he/she is employed
regardless of the fact that his/her services may be loaned to
another Company.

C. The term “dues,” as used herein, shall not include fines or initiation
fees.

D. Promptly after request by any person designated by the Company, the

Guild will admit such person to membership in the Guild upon terms
and conditions not more burdensome to such person than those then
applicable to other applicants. Membership shall be effective as of the
date of such request. Guild agrees that during the term it will not
impose any unreasonable initiation fee as a condition to admission to
membership, and agrees that during the term hereof it will not impose
upon its members any obligation to pay dues that does not uniformly
apply to all members of the Guild.

It is agreed that the Guild shall not close its membership books or
otherwise prevent any person who wishes to become or remain a
writer from becoming a member of the Guild, but on the contrary
(subject to the provisions hereof relating to waivers as to members

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 suspended or expelled) will make available the privileges of
membership to any and all writers employed by the Company. The
Guild will reinstate or readmit to membership any writer who applies
for reinstatement or readmission, after being declared to be not in
good standing or after suspension, expulsion, or resignation for any
reason whatsoever, provided the writer will apply for such
reinstatement or readmission and with such application tender to the
Guild unpaid dues permitted by law, and upon such tender the
Company may employ or continue to employ such writer. Instead of
readmitting or reinstating such writer, the Guild may, at its option,
grant to the Company a waiver as to such writer, in which event, for
the purpose of determining the Company’s compliance with the
provisions of this Article 6, such writers shall not be considered as
being employed by the Company.

E. If, during any time that a writer is employed by the Company under a
contract of employment, such writer is or becomes a member of the
Guild in good standing and if such writer shall subsequently and
before his/her employment under such contract terminates, cease to be
a member of the Guild in good standing then:

1. If such writer has ceased or shall cease to be a member for any

reason other than his/her failure to pay dues, such writer shall,
for the purposes of this Basic Agreement, be deemed to remain
a member of the Guild in good standing throughout the writer’s
employment under said contract of employment as the same
may be extended or renewed pursuant to any provisions or
options therein contained.

2. If he/she has ceased or shall cease to be a member in good

standing by reason of his/her failure to pay dues, and if the
Guild gives the Company written notice of that fact within three
(3) business days after such writer is first named on the weekly
list provided for in Article 3.A.1. of this Basic Agreement (in
the case in which he/she has ceased to be a member in good
standing prior to such employment), such writer shall, for the
purposes of this Basic Agreement, be deemed to remain a
member in good standing for a period of fifteen (15) days after
written notice from the Guild to such writer and to the
Company that he/she has ceased to be a member in good
standing for failure to pay dues. If, prior to the expiration of
said fifteen (15) day period, payment of said dues in fact due
and owing and specified in said notice shall be made by the
writer or the Company, then, for the purposes of this Basic
Agreement, such writer shall not lose his/her status as a member
in good standing. To the extent that it may be lawful for the
Company to do so, the Company may require, as a condition of
employment, that any writer become and/or remain a member
of the Guild in good standing, and may also require such
written consent or consents as may be necessary so that, if the
Company elects, it may pay to the Guild any dues of any writer
and the Company shall have the right, insofar as its obligations
to the Guild and to any writer under the terms and provisions of

- 37 -
 this Basic Agreement are concerned, if it elects, to deduct the
amount of such dues from any compensation then or thereafter
due or to become due to the writer. If, prior to the expiration of
said fifteen (15) day period, payment of said dues in fact due
and owing as specified in said notice shall not be made, the
Company shall terminate the employment of such writer.

Every personal service contract of employment shall provide that if

the writer fails or refuses to become or remain a member of the Guild
in good standing, as above provided, the Company shall have the right
at any time thereafter to terminate such employment agreement with
such writer.

If the Company is required or directed by any decision of a court of

competent jurisdiction or any proper governmental authority to refund
to any writer, in whatsoever form the same may be recovered, any
dues deducted and paid to the Guild by the Company under the
provisions of subparagraph 2. of this Paragraph E., the Guild agrees to
repay to the Company the amount of such dues so refunded. The
Guild will cooperate with the Company in obtaining the necessary
authorizations from writers for the payment and deduction of dues in
the manner provided in subparagraph 2. above.

Notwithstanding anything to the contrary in Paragraph B. of this

Article 6 or in this Paragraph E., if the payment of initiation fees or
dues (in the case of Paragraph B.), or if the payment of dues (in the
case of this Paragraph E.), or the deduction thereof from the
compensation of the writer, is or shall become contrary to law, or any
statute, or is declared by any court of competent jurisdiction in the
State of California or by any Federal Court or the National Labor
Relations Board or its General Counsel, or by any other board or
individual having jurisdiction over the matter, to be in violation of any
applicable law or statute and if, by reason thereof, the Company fails
to deduct and pay to the Guild such initiation fees or dues, as the case
may be, as aforesaid, and shall notify the Guild thereof in writing
within the fifteen (15) days after any notice from the Guild
above-mentioned, then although such initiation fees or dues, as the
case may be, are not paid within the fifteen (15) day period, for the
purposes of this Basic Agreement, such writer shall nevertheless be
deemed to remain a member of the Guild in good standing throughout
the term of the writer’s assignment.

F. The Guild will facilitate employment of its members by the Company

and will at all reasonable times promptly furnish to the Company in
writing information concerning the status of any of its members, and
the Company shall be entitled to rely upon such information so
furnished by the Guild.

G. The Guild represents and warrants that discipline, resignation,

admission, reinstatement, readmission and all other matters relating to
membership status will at all times during the term hereof be within
the exclusive jurisdiction of the Guild. The Guild agrees that it will
exercise such jurisdiction subject to and in accordance with the

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 provisions and intent of this Article 6 and of any other applicable
provisions of this Basic Agreement.

H. It is understood that the provisions of this Article 6 shall never under

any circumstances be so construed during the term of this Basic
Agreement as to constitute or permit what is known as a “closed
shop” or construed in any manner that will at any time deprive the
Company of its right to employ or continue the employment of a
writer who is not a member of the Guild in good standing, or who
does not become a member of the Guild in good standing within the
period prescribed in Paragraph A. of this Article 6 if the Company has
reasonable grounds for believing that such a membership was not
available to such writer on the same terms and conditions generally
applicable to other like members of the Guild, or if the Company has
reasonable grounds for believing that membership in the Guild was
denied, deferred, suspended or terminated for reasons other than the
failure of such person to tender the applicable periodic dues uniformly
required as a condition for acquiring or retaining membership in the
Guild.

I. If a person who has not been listed by the Company as a writer in

accordance with the provisions of Article 3 hereof shall receive, or
shall have been entitled to receive, a writing credit in the form of
“Story by,” “Written by,” “Screenplay by,” or “Teleplay by,” and if
the period during which the person performed his services in the
writing of the literary material has exceeded a period of thirty (30)
days from the commencement of such services, then within fifteen
(15) days after receipt of written notice from the Guild to the
Company, the writer or the Company shall pay or cause to be paid the
initiation fee, if any, and the dues which otherwise would have been
payable to the Guild and such person shall be deemed to have been a
member of the Guild in good standing during the time that he/she was
so performing his/her services as a writer. For such purpose, the
person receiving or entitled to such credit or the Company may
apportion, on a reasonable basis, salary payable to such person during
the period he/she was employed as a writer.

J. When the Company has failed to include a writer employed by the

Company on the list of names of writers to be sent to the Guild under
Article 3 of this Basic Agreement and when such writer’s
performance of writer’s services has continued for more than thirty
(30) days after the beginning of his/her first employment, then within
fifteen (15) days after receipt of written notice thereof from the Guild
to the Company, the writer or the Company shall pay or cause to be
paid (in the manner, within the time, and subject to the provisions of
subparagraph E.2. hereof, relating to the payment of dues) the
initiation fee, if any, and the dues payable to the Guild for the period
during which such writer was employed by the Company after such
thirty (30) day period. Upon such payment, such writer shall be
deemed to have been a member of the Guild in good standing during
the time that he/she was so performing his/her services as a writer.
The provisions of this paragraph shall not apply in the event the Guild

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 gives the Company such notice prior to the expiration of such period
of thirty (30) days.

K. In relation to investigations by the Guild of compliance with the

provisions of this Agreement, the Guild, through its authorized
representatives, shall have access to the Company’s premises at
reasonable times during normal business hours for the purpose of
interviewing the Company’s employees whose employment is covered
by this Agreement, provided that such interviews shall not interfere
with the normal conduct of the Company’s business.

ARTICLE 7 NO STRIKE, NO LOCKOUT CLAUSE (GENERAL)

A. The Guild agrees that during the term hereof it will not call or engage
in any strike, slowdown or stoppage of work affecting theatrical or
television motion picture production against the Company.

B. If, after the expiration or other termination of the effective term of this
Basic Agreement, the Guild shall call a strike against any Company,
then each respective then current employment contract of writer
members of the Guild (hereinafter for convenience referred to as
“members”) with such Company shall be deemed automatically
suspended, both as to service and compensation, while such strike is
in effect, and each such member of the Guild shall incur no liability
for breach of his/her respective employment contract by respecting
such strike call, provided such member shall promptly, upon the
termination of such strike, and on the demand of the Company,
perform as hereinafter in this paragraph provided, and the member
shall be deemed to have agreed as follows:

1. That if the writer has been assigned to the writing of any

material at the time any such strike is commenced, he/she will,
after the termination of such strike and upon the request of the
Company, report to the Company and perform his/her services
in the completion of such assignment at the same salary and
upon the same terms and conditions as were agreed upon prior
to the commencement of said strike.

2. That he/she will immediately, after the termination of such

strike and upon the request of the Company, execute a new
contract on the same terms and conditions, and at the same
salary or other compensation as provided in the employment
contract which was in effect at the time the strike commenced,
except that such new contract shall be for a period or periods,
including options, equivalent to the unexpired term of the
contract which was in effect when such strike was commenced.

3. That he/she will, in lieu of subparagraph 2., after the

termination of such strike, at the option of the Company, and
upon its demand, execute an agreement in writing with the
Company extending the term or period of such personal service

- 40 -
 contract in effect when such strike was commenced for a period
of time equal to the period of any suspension by such strike.

C. If the member shall fail to perform the foregoing, or if he/she shall fail
actually to finish his/her services in the assignment mentioned in
subparagraph B.1., (except by reason of his/her death, physical
disability, or default by the Company), then the waiver of liability by
the Company heretofore given shall be null and void.

D. The member further agrees that the statute of limitations as a defense

to any action by the Company against the member for his/her failure
to perform during such strike is extended by a period equivalent to the
duration of such strike. If the member asserts any claim or defense by
reason of the expiration of time during which he/she can be required
to perform services by virtue of any statute (such as the seven-year
statute), which claim or defense is based in whole or in part on the
lapse of time during such strike, the waiver by the Company is
ineffective thereupon, and the statute of limitations as to the
Company’s rights is waived by the member automatically.

E. The automatic suspension provisions of this Article 7 shall not affect

the Company’s right to sue any individual writer for breach of
contract arising during the period of such strike, unless such writer
shall have complied with his/her obligations under the provisions of
this Article 7. Nothing herein contained shall be construed to deprive
the Company of its right to terminate the employment contract at any
time after such member shall strike or otherwise fail or refuse to
perform services.

F. The provisions of this Article 7 shall be deemed included in all

employment contracts between writers and Company which are now
in effect and all such employment contracts which shall be entered
into during the effective term of this Basic Agreement.

G. The Guild agrees that it will take such affirmative actions as may be
necessary and lawful in order to require its members to perform their
respective obligations under the provisions of this Article 7.

H. Notwithstanding the expiration or other termination of the effective

term of this Basic Agreement, by termination or otherwise, the
provisions of this Article 7 shall be and remain in full force and effect
for a period of seven (7) years following the termination of any such
strike, unless this covenant be sooner terminated by the written
consent of Company and Guild.

I. The Guild is a corporation. Nothing in this Paragraph I. shall enlarge

the liability of its officers, directors, agents, and members, this
Paragraph I. being an additional limitation thereon. The Guild will
not be held liable for unauthorized acts of its officers, agents,
directors, or members; neither the Guild, nor its officers, directors,
agents, or members not participating in the actions hereinafter
mentioned shall be liable for any strike, slowdown, or work stoppage,
unless the same be authorized by the Guild in accordance with its

- 41 -
 by-laws, but the foregoing exemption of this sentence shall not apply
unless the Guild, upon request from the Company affected thereby,
shall proclaim promptly and publicly that such strike, slowdown or
work stoppage is unauthorized and follows such pronouncement
within a reasonable time thereafter, if requested so to do by the
Company affected, with disciplinary proceedings in accordance with
its by-laws against the participants in such unauthorized action.

J. The Company agrees that it will not call or engage in any lockout of
members.

K. In accordance with and to the extent required by Articles 11 and 12 of

this Basic Agreement as to any matter arbitrable thereunder, the Guild
has the right to strike Company so long as the Company’s wrongful
failure to participate in grievance and arbitration procedures
continues. Such action on the part of the Guild is not a waiver of the
right to compel Company to participate in grievance and arbitration
procedures. If the Company contests the arbitrability of such issue,
arbitrability shall first be determined prior to the arbitrator’s
proceeding with a hearing on the merits.

ARTICLE 8 CREDITS FOR SCREEN AUTHORSHIP (GENERAL)

The Company agrees that credits for screen authorship shall be given only
pursuant to the terms of and in the manner prescribed in the applicable
Schedule A attached hereto and by this reference incorporated herein, with
respect to credits for screen authorship finally determined during the term
hereof, and with respect to credits for screen authorship finally determined
after the expiration of the term hereof involving material written during the
term hereof or during the term of a prior collective bargaining agreement
between the Company and the Guild; provided, however, that any such
credits determined during the term of a successor collective bargaining
agreement between the Company and the Guild shall be determined pursuant
to the terms of such successor collective bargaining agreement.

ARTICLE 9 MINIMUM TERMS (GENERAL)

The terms of this Basic Agreement are minimum terms; nothing herein
contained shall prevent any writer from negotiating and contracting with any
Company for better terms for the benefit of such writer than are here
provided, excepting only credits for screen authorship, which may be given
only pursuant to the terms and in the manner prescribed in Article 8. The
Guild only shall have the right to waive any of the provisions of this Basic
Agreement on behalf of or with respect to any individual writer.

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ARTICLE 10 GRIEVANCE AND ARBITRATION

A. MATTERS SUBJECT TO GRIEVANCE AND ARBITRATION

(GENERAL)

Except as otherwise specifically provided in this Article or elsewhere

in this Basic Agreement, the following matters shall be submitted to
grievance and thereafter to arbitration as hereinafter provided, and no
other matters shall be submitted to grievance or arbitration:

1. Any dispute between the Guild and the Company concerning

the interpretation of any of the terms of this Basic Agreement
and the application and effect of such terms as determined by an
interpretation thereof.

2. Any alleged breach of any of the terms or provisions of this

Basic Agreement by the Guild or the Company.

3. Any claim by the Guild and a writer, on the one hand, against
the Company, on the other hand, for unpaid compensation
under the writer’s individual employment agreement or
loan-out agreement with the Company, or for payment under a
purchase agreement with the Company in the case of a
professional writer, excluding, however, any claim not related
to the writer’s services as a writer or not related to the sale of
literary material. (Claims for compensation or payment under
an employment, loan-out or purchase agreement shall be
referred to hereafter as “compensation claims” or “claims for
compensation.”) Notwithstanding the foregoing, the grievance
committee and arbitrator shall not have jurisdiction to render an
award for compensation or payment exceeding the sum of four
hundred thousand dollars ($400,000.00) for a theatrical or
television employment or purchase. (This amount is herein
referred to as the “jurisdictional maximum.”) If a compensation
claim exceeds the jurisdictional maximum, the claim may
nevertheless be submitted to grievance and/or arbitration, but
by such submission the Guild and writer waive any award
exceeding the jurisdictional maximum and shall have no further
claim or right with respect to any amount in excess of the
jurisdictional maximum. A claim for compensation cannot be
split nor may more than one (1) grievance or arbitration
proceeding be brought for the purpose of avoiding the
jurisdictional maximum.

4. In any grievance or arbitration proceeding with respect to a

claim for compensation brought under subparagraph 3. of this
Article 10.A., the Company may, but need not, assert any and
all defenses, including defenses based on an alleged right of
suspension or termination, and any counterclaim or setoff
(hereinafter referred to as “cross-claim”). A cross-claim is
either mandatory or permissive. A mandatory cross-claim is
one arising out of or related to the pending claim for unpaid
compensation. A permissive cross-claim is any other

- 43 -
 cross-claim by the Company against the writer. Provided that
the Company has obtained knowledge of the facts upon which
the cross-claim is based, the Company shall assert any and all
mandatory cross-claims in any arbitration proceeding involving
a compensation claim. If the amount claimed by the Company
in a cross-claim exceeds the jurisdictional maximum of four
hundred thousand dollars ($400,000.00), the Company shall
have the option of submitting such cross-claim to grievance and
(whether or not submitted to grievance) to arbitration or to
institute an action at law or in equity with respect to such
cross-claim. The Company may, but need not, assert any
permissive cross-claim.

5. Any claim of overpayment by a Company under Article 11.A.9.

of this Basic Agreement.1

B. LIMITATION OF MATTERS SUBJECT TO GRIEVANCE

AND ARBITRATION

1. Except as otherwise provided in this Basic Agreement, disputes

under individual employment agreements, loan-out agreements
or under purchase agreements with professional writers,
involving:

a. Company’s rights of suspension and termination,

b. Company’s right to seek or obtain injunctive relief or

specific performance,

c. any of the warranties or grants of rights made by the

writer, or

d. any of the rights of the Company to any literary material,

shall not be subject to grievance or arbitration (except as

provided to the contrary in Article 16), and the Company
reserves all of its legal and equitable rights and remedies with
respect thereto. Any decision in grievance or award in
arbitration purporting to determine or affect any of the
aforementioned matters shall, to that extent, be of no force or
effect whatsoever; provided, however, that if the Company
asserts in any grievance or arbitration any defense or
cross-claim involving or based upon the alleged exercise of a
right of suspension or termination, the same shall be determined
in such grievance and arbitration proceeding.

2. The grievance committee and the arbitrator shall have

jurisdiction to determine only such disputes as are submitted for
grievance or arbitration under this Basic Agreement, subject to
the limitations upon the powers of said grievance committee
and arbitrator under this Basic Agreement. Neither the

1
Articles 10.A.5. and 11.A.9. replace Article 13.C. of the 1973 Basic Agreement.

- 44 -
 grievance committee nor the arbitrator shall have the power or
jurisdiction to reform, amend or extend the express terms and
provisions of this Basic Agreement or of any employment
agreement, loan-out agreement or purchase agreement.

C. MATTERS SUBJECT TO ARBITRATION BUT NOT

GRIEVANCE

Notwithstanding anything elsewhere contained in this Article 10, the

following matters shall be submitted to arbitration but not to
grievance:

1. Any dispute as to whether the arbitrator has jurisdiction or

whether any matter is arbitrable, provided, however, that the
arbitrator may not order an arbitration of any matter not
arbitrable as provided above.

2. Any dispute concerning the credit provisions of this Basic

Agreement. Such disputes are subject to the procedures set
forth in Article 11.E. of this Basic Agreement.

3. Any dispute concerning separation of rights under the

provisions of subparagraph 6. of Article 16.A. of this Basic
Agreement.

4. Any dispute concerning allocation of receipts under Article

15.A.3.a. of this Basic Agreement.

5. Any dispute concerning Article 16.A.8. which is subject to the

expedited arbitration procedure in Article 11.F.

D. REFUSAL TO ARBITRATE

A failure or refusal by any party to go to grievance on a matter subject

to grievance or to arbitrate an arbitrable matter, including disputes as
to jurisdiction and arbitrability pursuant to this Article 10, is a
substantial breach of this Basic Agreement. A failure or refusal by
any party to go to grievance on a matter subject to grievance or to
arbitrate an arbitrable matter shall not limit, impair or divest the
jurisdiction and powers of the grievance committee or arbitrator
provided notice of grievance or arbitration has been served as
provided herein. Grievance and arbitration may proceed despite the
failure of a party to appear and the grievance committee or arbitrator
may enter an award against such a party.

E. REFERENCES

All references in Articles 10, 11 and 12 to individual employment

agreements, loan-out agreements or purchase agreements only refer to
such agreements as are subject to this Basic Agreement.

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ARTICLE 11 GRIEVANCE AND ARBITRATION RULES AND
PROCEDURES

A. GENERAL RULES

Unless otherwise provided in this Article 11 or elsewhere in this Basic

Agreement, the rules and procedures for grievance and arbitration
shall be as follows:

1. Parties

a. In any grievance or arbitration concerning any claim by a

writer for compensation under Article 10.A.3., the Guild
and the writer involved shall be jointly a party and may
be represented by joint counsel. In any grievance or
arbitration concerning such a claim by any loan-out
company, the loan-out company also shall be jointly a
party and may be represented by joint counsel. The
claim shall be initiated by the Guild on behalf of the
writer and the loan-out company, if any.

b. Except as provided in subparagraph a. above, only the

Company and the Guild shall be parties.

c. [Renumbered as Article 11.B.3. and deleted here.]

d. The party commencing a claim in grievance or arbitration

is sometimes referred to herein as complainant. The
party against whom such grievance or arbitration is
commenced is sometimes referred to herein as
respondent. Use of such terms in the singular shall be
deemed to include the plural.

e. The grievance and arbitration provisions shall apply to

disputes with respect to purchase agreements with
professional writers to the same extent but no greater
than they are applicable to disputes involving employed
writers.

f. As used in Articles 10, 11 and 12 of this Basic

Agreement, the term “writer” shall be deemed to include
the plural, the writer’s loan-out company if any (as
defined in Article 3 of this Basic Agreement) and, in the
case of a purchase agreement, a professional writer (as
defined in Article 1 of this Basic Agreement).

2. Time Limits

a. Proceedings for grievance (or arbitration, to the extent a

party is required to initiate arbitration without invoking a
grievance proceeding) of a claim relating to actual or
alleged television employment or purchase shall be
commenced no later than two (2) years after the party

- 46 -
 bringing the grievance or arbitration proceeding (whether
it is the Company, Guild or the writer) has obtained
knowledge of the facts upon which the claim is based.
Proceedings for grievance (or arbitration, to the extent a
party is required to initiate arbitration without invoking a
grievance proceeding) of a claim relating to actual or
alleged theatrical employment or purchase shall be
commenced no later than eighteen (18) months after the
party bringing the grievance or arbitration proceeding
(whether it is the Company, Guild or the writer) has
obtained knowledge of the facts upon which the claim is
based.

b. In any event, grievance and arbitration proceedings shall

commence not later than four (4) years after the
occurrence of the facts upon which the claim is based.
An arbitration may be commenced prior to initiation or
conclusion of a grievance proceeding, if it reasonably
appears that the grievance proceeding will not be
concluded in sufficient time to permit the arbitration
proceeding to be commenced in time.

c. With respect to separation of rights in television literary

material, Company may accelerate the applicable
limitation of time by serving notice on the Guild, after
the literary material is completed, that the writer
concerned does not have separation of rights in such
material and by furnishing with such notice copies of all
literary material and contracts upon which the
Company’s position in such notice is based. The Guild
must respond within ninety (90) days from the date such
notice is received or the claim to separation of rights is
waived on behalf of the writer and the Guild.

d. If grievance or arbitration proceedings are not

commenced within the applicable time period specified
in this Article 11, such claim shall be deemed to be
waived. All time limits provided in Article 11 may be
extended by mutual agreement of the parties to the
dispute.

e. It is the intent of the Guild and the Company that all

arbitration awards should be rendered within sixty (60)
days following the close of the arbitration hearing or
submission of post-hearing briefs, whichever is later.
However, the arbitrator’s failure to render an award
within such period shall not deprive him/her of
jurisdiction over the dispute or render the award invalid
because it is made thereafter.

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3. Place of Hearing

Except as otherwise provided in this paragraph, all arbitrations

shall be in Los Angeles, absent agreement of the parties. At the
election of Writers Guild of America, East, the arbitration shall
be in New York if a majority of the witnesses required for the
arbitration hearing reside regularly in and around the New York
area; provided, however, if any Company which is a party to
the arbitration has its headquarters for the production of motion
pictures in California, such arbitration shall be held in Los
Angeles. Any dispute as to where the arbitration should be held
shall be determined by an arbitrator in Los Angeles, selected in
accordance with the procedures set forth in Article 11.C.2., and
said arbitrator shall be disqualified from hearing the merits of
the dispute. Said arbitrator shall take testimony by telephone
from distant witnesses when requested to do so by either party.
If the arbitrator determines that the arbitration shall be heard in
New York, the arbitrator assigned to hear the merits of the
dispute shall be selected from the New York list of arbitrators
set forth in Article 11.C.2.

The selection of the situs of the hearing room within the

appropriate city shall be by mutual agreement of the Company
and the Guild. If there is no such agreement, those parties will
alternate in selecting the hearing room, with the party making
the selection supplying the room at no charge to the other.

4. Award

The grievance committee and the arbitrator may make any

appropriate award permitted herein. Such award shall be in
writing and shall be limited as provided in this Basic
Agreement. Subject to the provisions of this Basic Agreement,
the award shall be final and binding upon the parties to the
proceeding, whether participating in the proceeding or not, and
in any grievance or arbitration proceeding in which the writer
involved is not a party. Any interpretation of this Basic
Agreement made in such award shall be final and binding on
such writer.

5. Costs

Each party shall pay the costs of its representatives on the

grievance committee. The fee and expenses of the arbitrator
shall be shared equally, unless otherwise provided by the
arbitrator. The arbitrator may require a court reporter and a
transcript, and if so required, the cost thereof shall be shared
equally. All other costs and expenses of grievance and
arbitration shall be borne by the party incurring the same.

- 48 -
6. Notices

a. All written notices referred to in this Article 11

commencing a grievance or arbitration or alleging a
cross-claim shall be sent by registered or certified mail or
by personal delivery and shall set forth the particulars
thereof. If the moving party is unable to effect service in
this manner, service then may be effected by first class
mail, postage prepaid, to the address for service last
designated in writing by the Company, together with
publication in Daily Variety, The Hollywood Reporter,
The Los Angeles Times and The New York Times. All
other written notices may be served by first class mail,
postage prepaid, unless otherwise specifically provided
herein.

b. All notices sent by the Guild to the Company shall be

sent to the address designated by the Company in writing
to the Guild at the time Company becomes signatory to
the Basic Agreement. Should Company change its
address for the purpose of receiving notices relating to
grievance or arbitration, the Company shall notify the
Executive Director of Writers Guild of America, west,
Inc. and the Executive Director of Writers Guild of
America, East, Inc. of such new address, which shall then
be substituted for the prior address.

c. Unless otherwise designated by Company in a written

notice to the Guild, all notices sent by the Guild to the
Company shall be addressed to the attention of an officer
of the Company, or to its Labor Relations Department. If
the Company maintains an office in Los Angeles,
California or its vicinity, all such notices shall be sent to
said office.

d. A petition to confirm, modify or vacate, as the case may

be, an arbitration award in any court of competent
jurisdiction shall be served upon the respondent by
registered or certified mail or by personal delivery. If the
petitioner is unable to effect service in this manner,
service then may be effected by first class mail, postage
prepaid, to the address for service last designated in
writing by the Company, together with publication in
Daily Variety, The Hollywood Reporter, The Los Angeles
Times and The New York Times.

7. Conduct of Proceedings

Except as set forth elsewhere herein, the grievance committee

and the arbitrator shall adopt such rules of procedure and shall
conduct proceedings in such manner as they shall determine to
be proper; provided, however, that each party to any grievance
or arbitration shall be afforded a reasonable opportunity to

- 49 -
 present evidence and argument before the grievance committee
and the arbitrator.

All hearings, deliberations and proceedings of the arbitrator and

the grievance committee shall be closed to the public and shall
be absolutely privileged. Only interested parties, their
representatives and witnesses may attend. All communications
to and from the arbitrator or the grievance committee shall
likewise be absolutely privileged. Unless the Company objects,
the arbitrator will send a copy of the award to the AMPTP. The
Guild shall have access to those awards.

8. Claims for Compensation, Cross-Claims and Defenses

Subparagraphs a. through e. of this subparagraph 8. relate to

compensation claims, cross-claims and defenses covered by
Articles 10.A.3. and 10.A.4. of this Basic Agreement.

a. The grievance committee and arbitrator shall have no

jurisdiction to determine or affect any claim relating to
services in connection with any theatrical or television
motion picture other than the theatrical or television
motion picture as to which the compensation claim is
asserted unless a defense or cross-claim is asserted with
respect to another theatrical or television motion picture.

b. A decision made or award rendered in grievance or

arbitration of a claim for compensation shall be limited to
deciding or awarding what compensation, if any, is due
the writer from the Company and what amount, if any, is
due the Company from the writer on account of any
cross-claim asserted by the Company in such grievance
or arbitration.

c. If a claim for compensation under Article 10.A.3. of this

Basic Agreement is submitted to grievance or arbitration,
any claim of a breach of this Basic Agreement arising out
of or connected with said claim must, to the extent
permitted by the Basic Agreement, be submitted for
grievance and arbitration together with the claim for
compensation, provided that the Guild or the writer has
obtained knowledge of the facts upon which said claim of
breach is based. Failure to so submit such claim shall
constitute a waiver of any and all rights to assert such
claim thereafter.

d. The institution of any action in court by the Company

shall not stay an arbitration proceeding brought by the
Guild and writer for compensation, nor shall any such
grievance or arbitration proceeding stay any action
instituted by the Company upon any matter Company is
not required to submit to grievance or arbitration as a
defense or cross-claim, whether or not such action is

- 50 -
 instituted prior to the submission of the compensation
claim to grievance or arbitration.

e. Cross-claims must be submitted to grievance or

arbitration by serving written notice on the complainant,
by certified or registered mail, setting forth the
particulars thereof.

9. Overpayments

If the Company claims that it has made an overpayment to a

writer of any compensation provided for in this Basic
Agreement or in any prior collective bargaining agreement
between the Company and the Guild (i.e., minimum
compensation, residuals and other compensation provided for in
this Basic Agreement or any other such collective bargaining
agreement (hereinafter called “MBA compensation”)) or of any
compensation provided for in an employment or loan-out
contract with a writer or an option agreement subject to the
MBA or a purchase agreement with a professional writer not in
excess of the applicable jurisdictional maximum of four
hundred thousand dollars ($400,000.00) as set forth in Article
10.A.3. above (hereinafter called “arbitrable overscale
compensation”), and if the Company desires to offset such
payment against other compensation payable to such writer, the
Company shall advise the Guild thereof in writing setting forth
the particulars of such claim of overpayment. If the Guild
requests that the question of whether the Company has overpaid
MBA compensation or arbitrable overscale compensation to the
writer be submitted to grievance and arbitration, such request
shall be made within seven (7) days after such notice from the
Company to the Guild. If the Guild does not make a timely
request, the Company may proceed with the offset, subject to
all of the legal rights and remedies of the writer. If the Guild
does make a timely request, then pending the outcome of such
grievance and arbitration, the Company agrees that it will not
apply the offset, but will pay the amount it desires to apply as
an offset to the Guild. The Guild shall then promptly deposit
the amount so paid in a separate interest-bearing trust account
until it is determined in such grievance and arbitration
proceeding whether there was in fact an overpayment of MBA
compensation or arbitrable overscale compensation, as the case
may be. The grievance and arbitration shall involve only the
question of whether there was in fact an overpayment of such
compensation, and the amount thereof, and if it is determined
that there was in fact an overpayment of such compensation, the
right of offset is recognized. Upon conclusion of the
arbitration, the payments into such account, together with
applicable interest, shall be paid to the Company or to the writer
in accordance with the arbitration decision. The parties shall
cooperate in obtaining a speedy determination of the grievance
and arbitration. As to any claimed right of offset with respect
to any alleged overpayments of monies other than MBA

- 51 -
 compensation or arbitrable overscale compensation, the Guild
and the Company reserve their respective rights and
contentions.

10. Withdrawal of Services

Notwithstanding any provision of any personal service contract

(including a memorandum agreement) or of the MBA to the
contrary, it shall not be a violation thereof for the Guild or any
employee (at the direction of the Guild) to withhold services
from the Company if the Company fails or refuses to abide by
the final award of an arbitrator for any reason whatsoever.

11. Any grievance and/or arbitration concerning a dispute arising

under a prior MBA or a writer’s individual employment
agreement, loan-out agreement, option agreement or purchase
agreement subject to a prior MBA shall be subject to the
following grievance and arbitration rules and procedures as set
forth in the MBA in effect at the time the grievance or
arbitration is initiated:

a. The lists of arbitrators;

b. The method of selecting an arbitrator;

c. A party’s unilateral right to waive second step grievance;

d. Use of a sole disinterested arbitrator rather than a

tripartite arbitration panel;

e. Respondent’s written statement of position prior to an

arbitration hearing;

f. Methods of effecting service of grievance notices,

arbitration claims, cross-claims and notices, and petitions
to confirm, modify or vacate an arbitration award;

g. Arbitration of disputes concerning tri-Guild residuals

audits as set forth in the Sideletter to Article 11;

h. Expedited arbitration of residuals disputes under Article

11.G.; and

i. Expedited arbitration of reacquisition disputes under

Article 11.F.

The parties agree that the provisions of this Article 11.A.11.

shall not be construed to render a dispute subject to grievance
and/or arbitration hereunder if that dispute was not subject to
grievance and/or arbitration under such prior MBA. The parties
further agree that to the extent a claim of overpayment as
described in Article 11.A.9. of this Agreement or a

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 “cross-claim” may lie, the provisions of this Article 11.A.11.
also shall apply.

B. GRIEVANCE

1. Step One - Informal Conference

Prior to submitting to grievance any matter properly a subject

thereof, an authorized representative of the Guild and an
authorized representative of the Company will meet in a good
faith attempt to settle the dispute. If the representatives of the
parties shall fail to settle the dispute within fourteen (14) days
after the matter is first brought to the attention of the
respondent, then the dispute may be referred to Step Two
Grievance.

2. Step Two - Grievance

a. Commencement of Grievance

Complainant shall set out the nature of its claim in

writing, and serve a copy (“grievance notice”) thereof
upon respondent by certified or registered mail.
Respondent may, but need not, reply in writing, setting
forth its position. The parties shall attempt to agree upon
a mutually satisfactory date to convene a grievance
committee and hold a grievance hearing, but if no
mutually agreeable date is chosen, respondent may,
within five (5) days after receipt of the grievance notice,
designate by written notice to complainant a date upon
which the grievance committee shall convene to hold the
grievance hearing. Such date shall be no earlier than
fifteen (15) nor later than thirty (30) days after receipt of
the grievance notice. If respondent fails or refuses to
designate such a date, complainant may designate the
date for such meeting, such date to be not earlier than
fifteen (15) nor later than thirty (30) days after service of
the grievance notice.

b. Grievance Committee

The grievance committee shall consist of three (3)

representatives chosen by respondent and three (3)
representatives chosen by complainant. Either party shall
have the right to designate a substitute for any of its
representatives. The committee will, by majority vote,
select its chairman. By mutual agreement, the grievance
committee may consist of two (2) representatives chosen
by respondent and two (2) representatives chosen by
complainant.

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 c. Grievance Hearing

The grievance committee thus designated shall meet

upon the date selected pursuant to the procedure
described above, and shall consider and attempt to
resolve the dispute brought before it. The hearing shall
be conducted in an orderly fashion, but rules of evidence
and technicalities of procedure shall not be controlling.
It is the intent of this Basic Agreement that the committee
members shall use their good faith, best judgment and
common sense, as persons experienced in the motion
picture and television industry, in attempting to resolve
the dispute brought before it. No matter shall be
considered by the grievance committee unless a quorum
is present. A quorum shall consist of six (6) members. If
any four (4) members of the committee shall agree on a
decision, such decision shall be final and binding upon
the parties to the proceedings and any interpretation of
this Basic Agreement made in such decision shall also be
binding upon the writer or writers involved. If no
decision is agreed upon, then in any subsequent
arbitration or other proceeding, no reference shall be
made to the grievance proceeding or to any statements or
discussions therein, or to the failure of the grievance
committee to settle the dispute.

d. Unresolved Grievance

If either party fails to designate its representatives within

ten (10) days after notice of grievance is served, or if the
committee shall fail to meet and commence hearings on
the date selected in accordance with the procedures
described above, or if four (4) members of the committee
shall fail to concur in a decision, or if a grievance hearing
is waived by one (1) of the parties hereto, or in any event
if the dispute has not been settled by the committee or
otherwise within forty-five (45) days after the mailing of
the grievance notice, then either party may submit such
matter to arbitration.

3. Waiver of Grievance [appeared as Article 11.A.1.c. in

predecessor Agreements].

Either party may, by written notice to the other party, waive

grievance. In such event, the dispute shall be submitted directly
to arbitration.

C. ARBITRATION

1. Initiation of Proceedings

A dispute which is subject to grievance proceedings shall not be

subject to arbitration, except as provided in subparagraph B.2.d.

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 or subparagraph B.3. of this Article 11. An arbitration shall be
initiated by complainant by written notice, setting forth the
particulars of the claim, to be sent to respondent in accord with
the procedures described in Article 11.A.6.a. of this Basic
Agreement. Respondent will provide complainant with a
written statement of its position not later than ten (10) days
prior to the date of the hearing.

2. Selection of Arbitrator

The arbitrator shall be a disinterested person. The parties shall

in good faith attempt to mutually agree upon an arbitrator
within ten (10) business days after respondent’s receipt of the
arbitration notice. The complainant may extend this ten (10)
day period upon written notice to respondent(s) at the time the
arbitration claim is served. Such extension is deemed effective
at that time absent an objection by respondent(s). In addition,
the extension will no longer be deemed effective if
respondent(s) gives subsequent written notice to complainant in
which case the parties shall in good faith attempt to mutually
agree upon an arbitrator within ten (10) business days after
complainant’s receipt of notice from respondent(s). With
respect to arbitration claims served on or after November 1,
2004, if the complainant has failed to take any action to select
the arbitrator (either by mutual agreement or the applicable
Strike Process), or has failed to withdraw the claim with or
without prejudice, for a period of eighteen (18) months after
service of the claim on respondent(s), such claim shall be
deemed to be waived.

Should the parties fail to agree on an arbitrator, the arbitrator

shall be selected by the “Strike Process” as follows:

a. The arbitrators listed in Article 11.C.2.e.(3) shall

constitute the lists of arbitrators.

b. On a Company-by-Company basis, the Guild and the

Company shall alternate on a case-by-case basis in first
striking a name from the applicable list of arbitrators
(Los Angeles or New York). Thereafter, the other party
shall “strike” a name from the list. The parties shall
continue to alternate in striking names from the list, until
one (1) arbitrator’s name remains.

c. The arbitrator whose name remains (after the Strike

Process is completed) shall be the arbitrator.

d. The “Strike Process” shall commence within two (2)

business days following completion of the ten (10)
business day period referred to in subparagraph 2. above
and must conclude no later than three (3) business days
following completion of the ten (10) day period referred
to in subparagraph 2. above.

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 e. In the event that one of the parties fails to participate in
the Strike Process, or fails to strike in order and/or
timely, the other party may thereupon select the arbitrator
to hear the matter.

(1) [Deleted.]

(2) If more than one Company is a party, then the

Company which is the real party in interest shall
participate in the striking process with the Guild.
In the event that such Companies cannot agree on
which of them is the real party in interest, then
such Companies shall determine by lot which
Company shall participate in the striking process
with the Guild.

(3) The authorized lists of arbitrators approved by the

parties hereto are as follows:

LOS ANGELES

Sara Adler Anita Christine Knowlton

Tom Christopher Michael Rappaport
Douglas Collins Lionel Richman
Dixon Dern Tom Roberts
Edna Francis Sol Rosenthal
Joe Gentile Robert Steinberg
Joel Grossman Barry Winograd
Fredric R. Horowitz John Zebrowski
Edgar A. Jones, Jr.

NEW YORK

Maurice Benewitz George Nicolau

Noel Berman Joan Parker
Howard Edelman Janet Spencer
Susan MacKenzie

Additional names may be added from time to time

during the term of the contract by mutual
agreement of the parties, provided that each panel
shall consist of an odd number of arbitrators at all
times.

3. Substitution of Arbitrators

If the arbitrator selected cannot serve, a substitute shall be

selected in accordance with subparagraph 2. above.

4. Notice of Hearing

The arbitrator or, at his/her request, one of the parties shall give
written notice to the parties of the time and place of the

- 56 -
 arbitration hearing. In fixing such date, the arbitrator shall
consult the parties and shall consider the time reasonably
necessary for the parties to prepare their cases.

5. Exchange of Information

The parties will cooperate in the exchange of information prior

to the hearing regarding the expected utilization of documents
and witnesses, including the exchange of lists of witnesses and
copies of documents to be utilized. Such utilization shall not be
precluded because such exchange did not take place.

6. Hearing

a. The arbitrator may, upon a showing of good cause,

continue the hearing.

b. The arbitration shall take place as noticed or continued

regardless of whether one (1) or more of the parties fails
to participate.

D. ARBITRATION OF DISPUTES WHICH INVOLVE

QUESTIONS OF JURISDICTION OR ARBITRABILITY

An objection to jurisdiction or arbitrability shall first be determined by

the arbitrator prior to proceeding with a hearing on the merits. If the
arbitrator determines that there is jurisdiction and that the dispute is
arbitrable, the arbitrator shall proceed to a decision on the merits;
provided, however, that the party contesting arbitration or jurisdiction
shall not, by proceeding to a determination of the merits of such
arbitration, be deemed to have waived its position that the dispute is
not arbitrable or that the arbitrator does not have jurisdiction. If the
arbitrator rules he has no jurisdiction over the dispute or that the
dispute is not arbitrable, then each party is relieved of its obligation to
further delay taking any action at law or in equity which it may desire
to take.

E. ARBITRATION OF DISPUTES CONCERNING CREDIT

PROVISIONS

A dispute concerning the credit provisions of this Basic Agreement

shall be submitted to an expedited arbitration proceeding governed by
the following rules:

1. The Guild shall act on behalf of itself and the writer.

2. Within twenty-four (24) hours after the Guild or the Company

serves written notice upon the other concerning a dispute
involving a credit provision, an authorized representative of the
Guild and an authorized representative of the Company will
make a good faith attempt to settle or resolve the dispute.

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3. In the event the parties shall fail to meet or shall otherwise fail
to settle or resolve the dispute within twenty-four (24) hours
after the twenty-four (24) hours provided in subparagraph 2.
above, the dispute shall be submitted to arbitration to be
commenced not later than five (5) business days after the
service of the written notice provided for in subparagraph 2.
above.

4. The dispute shall be submitted to a sole neutral arbitrator

mutually selected from the authorized list of arbitrators
approved by the parties hereto as follows:

LOS ANGELES

Sara Adler Anita Christine Knowlton

Tom Christopher Michael Rappaport
Douglas Collins Lionel Richman
Dixon Dern Tom Roberts
Edna Francis Sol Rosenthal
Joe Gentile Robert Steinberg
Joel Grossman Barry Winograd
Fredric R. Horowitz John Zebrowski
Edgar A. Jones, Jr.

NEW YORK

Maurice Benewitz George Nicolau

Noel Berman Joan Parker
Howard Edelman Janet Spencer
Susan MacKenzie

Additional names may be added from time to time during the

term of the contract by mutual agreement of the parties,
provided that each panel shall consist of an odd number of
arbitrators at all times.

In the event the parties are unable, within forty-eight (48) hours
(not including weekends or holidays) after respondent’s receipt
of the written notice provided for in subparagraph 2. above, to
agree upon an arbitrator from the above list or otherwise, the
arbitrator shall be selected by use of the following “strike
process:”

a. The arbitrators listed in this Article 11.E.4. shall

constitute the lists of arbitrators.

b. On a Company-by-Company basis, the Guild and the

Company shall alternate on a case-by-case basis in first
striking a name from the applicable list of arbitrators
(Los Angeles or New York). Thereafter, the other party
shall “strike” a name from the list. The parties shall
continue to alternate in striking names from the list until
one arbitrator’s name remains.

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 c. The arbitrator whose name remains (after the strike
process is completed) shall be the arbitrator, so long as
the arbitrator is a disinterested person.

d. The strike process shall commence within twenty-four

(24) hours (not including weekends or holidays) after the
period for mutual agreement has expired and shall be
completed within forty-eight (48) hours (not including
weekends or holidays) after the period for mutual
agreement has expired.

e. If one of the parties fails to participate in the strike

process, or fails to strike in order and/or timely, the other
party may thereupon select a neutral arbitrator to hear the
matter.

f. If more than one Company is a party, then the Company

which is the real party in interest shall participate in the
strike process with the Guild. In the event that such
Companies cannot agree on which of them is the real
party in interest, then such Companies shall determine by
lot which Company shall participate in the strike process
with the Guild.

5. Notwithstanding anything in this Basic Agreement to the

contrary, the arbitrator shall have jurisdiction and power to
award damages, to order the Company to withdraw, cancel,
change, or re-do advertising materials already issued or
prepared, to require the Company to re-do any film titles, and to
order any other reasonable relief the arbitrator deems
appropriate in the circumstances, whether relating to credit on
the screen, advertising or otherwise. Any award rendered by
the arbitrator shall be binding on the parties and upon the
writer.

6. Any or all time limits set forth herein may be waived by the
mutual consent of the parties.

7. To the extent not inconsistent herewith, all other provisions of

the Basic Agreement relating to arbitrations shall be applicable.

F. EXPEDITED ARBITRATION OF CERTAIN DISPUTES

CONCERNING REACQUISITION OF UNPRODUCED
LITERARY MATERIAL (THEATRICAL)

1. a. Disputes Subject to Expedited Arbitration Procedure

The following procedure applies only to arbitrable

disputes between the Guild and the Company concerning
the interpretation or application, or alleged breach, of any
provision of Article 16.A.8. of this Basic Agreement or
any predecessor WGA Basic Agreement as to which the
initial written notice of the writer’s desire or intent to

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 reacquire is received by the Company on or after May 2,
1998.

b. Parties

Only the Guild and the Company shall be parties to an

Article 11.F. arbitration proceeding. The Guild shall act
on behalf of itself and the writer.

2. Right to Invoke

Either the Guild or the Company shall have the right to invoke
this expedited arbitration procedure when there is a likelihood
of irreparable harm in connection with the proposed
reacquisition if regular arbitration procedures were used. For
purposes of Article 11.F., it is agreed that “irreparable harm”
means an event or occurrence that cannot be undone or an
opportunity or situation that, once lost or foregone, is unlikely
to be revived or recaptured. The burden of proof shall be on the
moving party to show that use of the expedited procedure is
appropriate under the provisions of this subparagraph 2.

3. Commencement of Proceedings

Complainant shall initiate expedited arbitration proceedings by

written notice, setting forth the particulars of the claim, to be
sent to the respondent in accordance with the procedures
described in Article 11.A.6.a. of the Basic Agreement. Such
notice shall be served within ten (10) business days after the
moving party has obtained knowledge of the facts upon which
the claim is based. If expedited arbitration proceedings are not
commenced within this time period, use of the expedited
procedure shall be deemed waived. When the WGA or the
Company has initiated the Article 48.E. Hot Line procedure, the
period of no more than seven (7) days used to attempt
resolution of the dispute in this manner shall not be included in
the computation of the ten (10) business day period under this
subparagraph 3.

4. a. Response or Objection to Expedited Claim

The respondent shall respond to the claim or object to use

of the expedited procedure within ten (10) business days
after its receipt of the expedited arbitration claim. If
there is no objection to the procedure, the respondent will
provide to complainant a written statement of its position
within the time specified in the preceding sentence and,
upon selection, to the arbitrator.

b. Objection to Expedited Procedure and Interim Ruling

If the respondent has objected to use of the expedited

procedure, the objection must describe the factual or

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 other basis for its contention that use of the expedited
procedure is not appropriate under the provisions of
Article 11.F.2. The arbitrator (upon selection) may either
convene an informal hearing by conference call, or a
formal hearing, for the purpose of determining whether
use of the expedited procedure is appropriate.

The hearing will take place within three (3) business days
following selection of the arbitrator. Each party may file
hearing briefs, page limit to be set by the arbitrator, and
may make closing arguments. There will be no post-
hearing briefs. The arbitrator must inform the parties of
his/her decision as to whether the expedited procedure
was appropriately invoked within twenty-four (24) hours
after conclusion of the hearing, to be followed by an
interim ruling in writing.

5. Selection of an Arbitrator; Place of Hearing

a. The arbitrator shall be a neutral third party. The parties

shall in good faith attempt to mutually agree upon an
arbitrator within three (3) business days after the
response, objection or failure to respond, but in no event
later than expiration of the ten (10) business day period
in Article 11.F.4.a. above. Should the parties fail to so
agree, the arbitrator shall be selected by the “Strike
Process” as follows:

(1) The arbitrators listed in subparagraph (7) below

shall constitute the lists of arbitrators.

(2) On a respondent-by-respondent basis, the moving

party and the respondent shall alternate on a case-
by-case basis in first striking a name from the list
of arbitrators. Thereafter, the other party shall
“strike” a name from the list. The parties shall
continue to alternate in striking names from the
list, until one (1) arbitrator’s name remains.

(3) The arbitrator whose name remains (after the

Strike Process is completed) shall be the arbitrator.

(4) The Strike Process shall commence on the first

business day following completion of the three (3)
business day period referred to in subparagraph
5.a. above and must conclude by close of business
that day.

(5) In the event that one of the parties fails to

participate in the Strike Process, or fails to strike in
order and/or timely, the other party may thereupon
select the arbitrator to hear the matter.

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 (6) If there is more than one respondent, then the
respondent which is the real party in interest shall
participate in the strike process with the Guild. In
the event that such respondents cannot agree on
which of them is the real party in interest, then
such respondents shall determine by lot which of
them shall participate in the striking process with
the Guild.

(7) The authorized lists of arbitrators are as follows:

LOS ANGELES

Sara Adler Anita Christine Knowlton

Tom Christopher Michael Rappaport
Douglas Collins Lionel Richman
Dixon Dern Tom Roberts
Edna Francis Sol Rosenthal
Joe Gentile Robert Steinberg
Joel Grossman Barry Winograd
Fredric R. Horowitz John Zebrowski
Edgar A. Jones, Jr.

NEW YORK

Maurice Benewitz George Nicolau

Noel Berman Joan Parker
Howard Edelman Janet Spencer
Susan MacKenzie

Additional names may be added from time to time

by mutual agreement of the parties, provided that
each panel shall consist of an odd number of
arbitrators at all times.

b. Substitution of Arbitrators

If the arbitrator selected cannot serve, a substitute shall

be selected in accordance with subparagraph 5.a. above.

c. Choice of Two Arbitrators

If there is to be a hearing on the respondent’s objection to

use of the expedited procedure, the parties have the
option of selecting one arbitrator to rule on such
objection and another arbitrator to determine the
remaining issues in the case, both of whom shall be
selected pursuant to this subparagraph 5.

d. Place of Hearing

The place of the arbitration hearing shall be determined

in accord with Article 11.A.3. of the Agreement.

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6. Timeline; Citation of Expedited Arbitration Awards

a. The hearing on the merits of the claim shall commence

within twenty (20) business days following the
respondent’s receipt of the arbitration claim or, if the
respondent has objected to use of this expedited
procedure, within twenty (20) business days following
the arbitrator’s determination that use of this expedited
procedure is appropriate.

The arbitrator or, at his/her request, one of the parties,

shall give written notice to the other party of the time and
place at which the arbitration hearing will commence. In
fixing such date, the arbitrator shall consult the parties
and shall consider the time reasonably necessary for the
parties to prepare their cases. The arbitration shall take
place as notified (or as continued) regardless of whether
one (1) of the parties fails to participate.

b. The hearing on the merits of the claim shall conclude

within ten (10) business days after its commencement,
provided that the duration of the hearing is consistent
with fundamental fairness in the arbitrator’s sole
judgment.

c. The parties may file post-hearing briefs within fifteen

(15) business days following the close of the hearing.
Either party’s election to file a post-hearing brief will not
preclude that party’s right to make a closing argument so
long as the hearing concludes within the time permitted
in subparagraph 6.b. above.

d. Within ten (10) business days following either receipt of

the parties’ briefs, or the conclusion of the hearing if no
briefs are filed, the arbitrator shall issue a written
decision and award on the issues presented. The
arbitrator’s failure to meet the deadline shall not oust the
arbitrator of jurisdiction. The arbitrator’s determination
of issues and award shall be final and binding upon the
Company, the Guild and the writer or writers involved,
whether participating in the proceeding or not.

Any award so rendered may be cited or offered into

evidence by any party in another arbitration proceeding
under this Basic Agreement, whether expedited or not.

7. Waiver of Time Limits

Any or all of the time limits set forth in Article 11.F.6. may be
waived by the mutual consent of the parties.

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8. Right to Seek an Extension of Time Limit

Upon the arbitrator’s finding of good cause demonstrated by

either party, the arbitrator may expand the time for conducting
the hearing for a maximum of three (3) additional business
days, and/or the time for filing post-hearing briefs for a
maximum of three (3) additional business days. In making such
a determination, the arbitrator shall take into account the
position of a party opposing the extension that prejudice would
result from the extension. The arbitrator shall advise the parties
of his/her ruling on any request for an extension within forty-
eight (48) hours after the request is made.

9. Choice of Arbitration Forum; Application of Other Arbitration

Provisions

Claims processed under this Article 11.F., which result in

expedited arbitration awards on the merits of the issues
presented, shall not be subject to adjudication in a judicial
forum. The preceding sentence does not reduce or impair the
rights of any party under Article 12.C., D., and E. of this
Agreement.

In addition, once an expedited arbitration procedure is initiated,

the provisions of Article 11.F. shall preclude arbitration under
Article 16.A.6. to the extent that the issue(s) under Article
16.A.6. has (have) been decided in the expedited proceeding.

To the extent not inconsistent herewith, all other provisions of

Articles 10, 11 and 12 of the Basic Agreement relating to
arbitration shall be applicable.

10. Remedies in the Arbitration Forum

In an expedited arbitration proceeding under Article 11.F., the

arbitrator is limited to providing remedies that are in the nature
of equitable relief such as a declaration of the respective rights
of the parties and specific performance.

If all issues in dispute concerning the reacquisition are not fully

resolved in the expedited proceeding, the WGA or the
Company may initiate a subsequent arbitration proceeding
under the regular procedures in the Basic Agreement.

11. Legal Subcommittee

The parties to this Basic Agreement shall establish a legal

subcommittee to explore whether the expedited arbitration
procedure in Article 11.F. should apply to other Article 16
disputes. The subcommittee shall report its recommendations,
if any, to the Contract Adjustment Committee (CAC).

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G. ARBITRATION OF CERTAIN DISPUTES CONCERNING
RESIDUALS PROVISIONS

Notwithstanding any other provision of the MBA, a dispute

concerning the residuals provisions of this Basic Agreement or a
predecessor WGA Basic Agreement shall be submitted to an
expedited arbitration proceeding if the respondent is not financially
responsible, or it is likely that the respondent’s assets will be depleted
or transferred, such that in either case it is reasonable to believe that
the respondent would be unable to satisfy its residuals liability if the
dispute were processed through the grievance and/or arbitration
procedures set forth in Articles 11.A. through 11.C., above. This
expedited proceeding will be governed by the following rules:

1. Invocation of Expedited Proceeding

A Notice of Expedited Arbitration (so labeled by the claimant)

shall be reduced to writing and delivered to the respondent.
The Notice of Expedited Arbitration shall include the name,
address and telephone number of the claimant’s representatives
and the name of the person who represents the respondent, if
known. The Notice of Expedited Arbitration shall also set forth
the particulars of the claim, including an allegation that the
respondent is not financially responsible, or it is likely that the
respondent’s assets will be depleted or transferred, such that in
either case it is reasonable to believe that the respondent would
be unable to satisfy its residuals liability if the dispute were
processed through the grievance and/or arbitration procedures
set forth in Articles 11.A. through 11.C.

This expedited procedure is not available when the residuals

obligation(s) at issue is (are) payable, guaranteed or assumed by
a “Qualified Distributor,” “Qualified Buyer” and/or a
“Qualified Residuals Payor,” except by mutual agreement.

2. Attempt to Settle Dispute

Within seven (7) business days after the claimant serves written
notice upon the respondent concerning an expedited arbitration
proceeding, an authorized representative of the claimant and an
authorized representative of the respondent will make a good
faith attempt to settle or resolve the dispute.

3. Submission of Dispute to Arbitrator

In the event the parties shall fail to meet or discuss the claim, or
shall otherwise fail to settle or resolve the dispute within fifteen
(15) business days after the respondent’s receipt of the claim,
the dispute shall be submitted to arbitration to be commenced
not later than sixty (60) days after the respondent’s receipt of
the claim.

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4. Place of Hearing

All expedited arbitration hearings under this Paragraph G. shall

be in Los Angeles, absent agreement of the parties to another
situs.

5. Arbitrator Selection

The dispute shall be submitted to a sole neutral arbitrator

mutually selected from the authorized list of arbitrators as
follows:

Sara Adler Anita Christine Knowlton

Tom Christopher Michael Rappaport
Douglas Collins Lionel Richman
Dixon Dern Tom Roberts
Edna Francis Sol Rosenthal
Joe Gentile Robert Steinberg
Joel Grossman Barry Winograd
Fredric R. Horowitz John Zebrowski
Edgar A. Jones, Jr.

Additional names may be added from time to time during the

term of the contract by mutual agreement of the parties,
provided that each panel shall consist of an odd number of
arbitrators at all times.

In the event the parties are unable, within ten (10) business days
(not including weekends or holidays) after the respondent’s
receipt of the claim, to agree upon an arbitrator from the above
list or otherwise, the arbitrator shall be selected by use of the
following “strike process:”

a. The arbitrators listed in this Article 11.G. shall constitute

the list of arbitrators.

b. On a Company-by-Company basis, the Guild and the

Company shall alternate on a case-by-case basis in first
striking a name from the list of arbitrators. Thereafter,
the other party shall “strike” a name from the list. The
parties shall continue to alternate in striking names from
the list until one arbitrator’s name remains.

c. The arbitrator whose name remains (after the strike

process is completed) shall be the arbitrator, so long as
the arbitrator is a disinterested person.

d. The strike process shall commence within twenty-four

(24) hours (not including weekends or holidays) after the
period for mutual agreement has expired and shall be
completed within forty-eight (48) hours (not including
weekends or holidays) after the period for mutual
agreement has expired.

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 e. If one of the parties fails to participate in the strike
process, or fails to strike in order and/or timely, the other
party may thereupon select a neutral arbitrator to hear the
matter.

f. If more than one Company is a party, then the Company

which is the real party in interest shall participate in the
strike process with the Guild. In the event that such
Companies cannot agree on which of them is the real
party in interest, then such Companies shall determine by
lot which Company shall participate in the strike process
with the Guild.

6. Award

The arbitrator’s written award shall be issued within sixty (60)

calendar days from the end of the expedited arbitration hearing
if closing argument is substituted for post-hearing briefs, or
ninety (90) days following submission of post-hearing briefs.
The arbitrator’s failure to meet the deadline shall not oust the
arbitrator of jurisdiction. The arbitrator’s determination of
issues and award shall be final and binding on all parties,
whether participating in the hearing or not. The parties shall be
so bound in any subsequent arbitration proceeding between
them concerning a residuals dispute involving the same
theatrical and/or television motion picture(s). Except as
provided above, awards resulting from the use of these
expedited procedures shall not be offered in evidence or cited in
arbitrations under this Basic Agreement.

7. Continuance of Hearing and Testimony by Telephone

The hearing shall not be continued, absent agreement of the

parties, except upon proof of good cause by the party requesting
such continuance. The unavailability of any witness shall not
constitute good cause unless the witness’ testimony is relevant
to the issues in the arbitration and could not be received by
means consistent with fundamental fairness which do not
require the witness’ presence at the hearing. Each party shall
have the right to present the testimony of any witness by
telephone, so long as the arbitrator is satisfied that the
examination is consistent with fundamental fairness.

8. Settlement

Nothing contained in this Article 11.G. shall preclude the

parties from discussing the settlement of the dispute, except that
such discussion shall not delay the expedited arbitration
procedure.

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9. Time Limit for Use of Expedited Proceedings and
Determination of Claims Not Subject to Expedited Arbitration

The failure of the claimant to serve the Notice of Expedited

Arbitration within sixty (60) days following the date on which
the facts upon which the claim is based were discovered by the
moving party shall constitute a waiver of the right to use this
expedited arbitration procedure. If two (2) or more residuals
claims are submitted to expedited arbitration and the expedited
arbitration procedure has been waived or is inapplicable to one
(1) or more claims, absent objection by the respondent, the non-
expedited claim(s) may be heard in the expedited proceeding.
If the respondent objects to the determination of the non-
expedited claim(s) in the expedited proceeding, the same
arbitrator selected to hear the expedited claim(s) may, absent
objection by a party during the arbitration hearing, determine
the claim(s) not subject to expedited arbitration, provided that
such non-expedited arbitration claim(s) shall be determined in a
separate proceeding conducted in accordance with Article
11.C., above.

10. Right to Object to Expedited Procedures and Interim Ruling

The respondent may object to proceeding under this Article

11.G. by serving written notice of such objection with claimant
and the arbitrator within seven (7) business days of receipt of
the Notice of Expedited Arbitration. The respondent’s notice of
objection must describe facts indicating it is financially
responsible, or that it is not likely that its assets will be depleted
or transferred, such that in either case it is reasonable to believe
that the respondent would be able to satisfy its residuals
liability if the dispute(s) at issue were processed through the
grievance and/or arbitration procedures set forth in Articles
11.A. through 11.C., above. In the event of an objection, the
claimant shall have the burden of proving that it is consistent
with this Article 11.G. to hear the dispute(s) under these
expedited procedures.

The arbitrator may convene an informal hearing by telephone

conference call, or a formal hearing, to determine whether it is
consistent with this Article 11.G. to hear the dispute(s) under
these expedited procedures. If the arbitrator convenes a
hearing, that hearing will take place within three (3) business
days of receipt of the respondent’s notice of objection. The
parties may file hearing briefs, the page limit to be set by the
arbitrator, and they may make closing argument. There will be
no post-hearing briefs. The arbitrator must inform the parties of
the interim ruling on the use of the expedited procedures under
this Article 11.G. within twenty-four (24) hours after
conclusion of the hearing or, in the event no hearing is
convened, within twenty-four (24) hours of the submission to
the arbitrator of all briefs and/or relevant documents, to be
followed by an interim ruling in writing.

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 11. Bifurcation

If the expedited arbitration involves multiple residuals disputes

or controversies, such as which of two (2) or more respondents
is liable to make payment and the amount of residuals unpaid,
the arbitrator may, upon the request of a party, bifurcate or
separate such disputes or controversies and render separate
awards, each of which shall be deemed final.

12. Invocation of Expedited Proceeding After Service of Claim

Under Articles 11.A. through 11.C.

If, after such time as a residuals arbitration has been

commenced under the procedures set forth in Articles 11.A.
through 11.C. above, a party learns that a respondent is not
financially responsible, or it is likely that the respondent’s
assets will be depleted or transferred, such that in either case it
is reasonable to believe that the respondent would be unable to
satisfy its residuals liability if the dispute were processed
through such grievance and/or arbitration procedures, any party
to that arbitration proceeding may invoke an expedited
arbitration under this Article 11.G. by serving appropriate
notice to that effect.

13. Waiver of Time Limits

Any and all time limits in Article 11.G. may be waived by the
mutual consent of the parties.

14. Other Provisions Applicable

To the extent not inconsistent with Article 11.G., all other

provisions of the Basic Agreement relating to arbitrations shall
be applicable.

H. ARBITRATION OF DISPUTES CONCERNING TRI-GUILD

RESIDUALS AUDITS

See Sideletter to Article 11, Arbitration of Disputes Concerning Tri-

Guild Residuals Audits, for the procedures applicable to such cases.

I. EQUAL STATUS OF PARTIES

It is understood that the Companies and the Guild are parties of equal
status under this Agreement and in the administration of the
arbitration processes throughout this Agreement. The equal status of
the parties in the administration of the arbitration process shall be
recognized in matters involving the determination of the availability
of arbitrators, the selection of hearing dates, the retention of
stenographic reporters, and insofar as applicable in all
communications with the arbitrators.

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 Arbitration claims, cross-claims and notices shall carry the caption
“WRITERS GUILD OF AMERICA - PRODUCERS ARBITRATION
TRIBUNAL.”

ARTICLE 12 COURT PROCEEDINGS

A. DISPUTES CONCERNING CREDITS

Nothing in this Basic Agreement shall limit the rights of the Guild or
any writer to assert any and all appropriate legal and equitable rights
and remedies to which the Guild or such writer is entitled in courts of
competent jurisdiction with regard to an alleged breach of Article 8
and Schedule A of this Basic Agreement with respect to writing
credit; subject, however, to the following conditions and limitations:

1. The Guild and the writer shall be bound by any court

proceedings instituted by the Guild.

2. If the Guild or the writer commences any proceedings in court

with respect to any such alleged breach prior to the submission
of the dispute to arbitration hereunder, then neither the Guild
nor the writer may submit such dispute to arbitration and no
arbitrator shall have jurisdiction to consider the alleged breach
of such credit provision.

3. If the Guild or the Company commences an arbitration

proceeding hereunder with respect to any such alleged breach
prior to the submission of the dispute to a court, then neither the
Guild nor the writer shall thereafter commence any proceeding
in court with respect to such alleged breach.

4. Any permissible court proceeding referred to in this Paragraph

A. must be commenced by the Guild or the writer, if at all,
within the applicable time limits specified in subparagraph 2. of
Article 11.A.

B. DISPUTES CONCERNING COMPENSATION

With respect to a compensation claim which is arbitrable pursuant to

the provisions of this Basic Agreement, the writer, at his/her option,
need not proceed by grievance and arbitration, but instead may
institute an action at law or in equity with respect to such claim prior
to submission of such claim to grievance or arbitration; provided,
however, that for compensation claims of four hundred thousand
dollars ($400,000.00) or less for theatrical or television employment
or purchase, the writer must submit such claim to grievance and
arbitration pursuant to Articles 10 and 11 of this Basic Agreement and
failure to so proceed by grievance and arbitration shall constitute a
waiver by the writer as to such compensation claim.

C. Nothing in this Basic Agreement shall impair, affect or limit the right
of the Company, the Guild or any writer to assert and exercise any and

- 70 -
 all appropriate legal or equitable rights or remedies to which such
Company, Guild or writer is entitled in any court of competent
jurisdiction as to any dispute which is not subject to grievance or
arbitration pursuant to this Basic Agreement. The rights of the parties
to assert and exercise legal or equitable rights or remedies as to
disputes which are subject to grievance or arbitration are as more
particularly defined in this Basic Agreement.

D. The Guild shall have the right to take to grievance and arbitration a
claim of the Guild of a breach by the Company of any of the terms or
provisions of this Basic Agreement, including a failure to pay
minimum compensation, regardless of whether or not such claimed
breach may also involve a breach by the Company of its contract with
the writer and such proceeding shall not affect the right of the writer
to pursue his/her own remedies at law or in equity, except as limited
by the provisions of this Basic Agreement.

E. Nothing in this Basic Agreement shall preclude any court of

competent jurisdiction from confirming, setting aside or modifying
any grievance or arbitration award hereunder in any proceeding
brought for such purpose in accordance with applicable law.

ARTICLE 13 COMPENSATION

A. THEATRICAL

Company agrees that the minimum basic compensation to be paid a

writer who is employed for a feature length photoplay on a so-called
flat deal basis shall be as herein set forth.

For the purpose of this Article 13.A.l.a., “High Budget” photoplay

shall be a photoplay the cost of which equals or exceeds five million
dollars ($5,000,000.00); a photoplay the cost of which is less than five
million dollars ($5,000,000.00) shall be referred to as a “Low Budget”
photoplay.

The Company may option to purchase or license from a professional

writer literary material, which would be covered by this Basic
Agreement, for a period of eighteen (18) months upon payment of ten
percent (10%) of the applicable minimum compensation for such
literary material. Company may renew or extend such option for
subsequent eighteen (18) month periods upon payment of an
additional ten percent (10%) of the applicable minimum compensation
for such literary material for each such eighteen (18) month period.
Notwithstanding anything in this Basic Agreement to the contrary, the
option payment(s) shall be credited against the purchase price or other
compensation payable to the writer.

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 1. a. Minimum Compensation

FLAT DEAL SCREEN MINIMUMS

EFFECTIVE
HIGH BUDGET 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
(1) Screenplay, including treatment $86,662 $89,262 $91,940
(2) Screenplay, excluding treatment 59,927 61,725 63,577
(3) Final Draft Screenplay or
Rewrite 26,639 27,438 28,261
(4) Polish 13,318 13,718 14,130
(5) First Draft of Screenplay (alone
or with option for Final Draft
Screenplay):
First Draft Screenplay 39,957 41,156 42,391
Final Draft Screenplay 26,639 27,438 28,261
(6) Treatment 26,639 27,438 28,261
(7) Original Treatment 39,957 41,156 42,391
(8) Story 26,639 27,438 28,261
(9) Additional Compensation
Screenplay – No Assigned
Material 13,318 13,718 14,130

EFFECTIVE
LOW BUDGET 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
(1) Screenplay, including treatment $46,601 $47,999 $49,439
(2) Screenplay, excluding treatment 29,119 29,993 30,893
(3) Final Draft Screenplay or
Rewrite 17,474 17,998 18,538
(4) Polish 8,742 9,004 9,274
(5) First Draft of Screenplay (alone
or with option for Final Draft
Screenplay):
First Draft Screenplay 20,972 21,601 22,249
Final Draft Screenplay 13,977 14,396 14,828
(6) Treatment 17,474 17,998 18,538
(7) Original Treatment 24,129 24,853 25,599
(8) Story 17,474 17,998 18,538
(9) Additional Compensation
Screenplay – No Assigned
Material 6,663 6,863 7,069

*
The Trustees of the Writers Guild – Industry Health Fund may determine that an
increase in the contribution rate for this period is needed to maintain the level of benefits in
existence on November 1, 2004 or they may determine that a reduction in the contribution rate
for this period is appropriate. If either of these changes occurs, the increases in minimums in the
column marked “11/1/06-10/31/07” will be increased or reduced by an equivalent percentage.

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 NOTE: The minimum for a screen writer shall be not less than
the “appropriate” television minimum, consistent with the
particular literary element and the length of the motion picture.

b. Discount - New Writers

Company may employ a writer who has not been

previously employed as a writer under any Guild MBA in
television or theatrical motion pictures or radio dramatic
programs on a flat deal basis at not less than seventy-five
percent (75%) of the applicable minimum compensation
set forth in this subparagraph 1. If such writer receives
any writing credit on the theatrical motion picture for
which he/she was so employed, his/her compensation
will be adjusted to one hundred percent (100%) of the
applicable minimum compensation. Such payment will
be made within ten (10) business days after
determination of final writing credit.

c. Additional Payment - No Assigned Material

When Company employs a writer to write a screenplay

on a flat deal basis at the minimum basic compensation
provided in this Article 13.A., unless Company in good
faith furnishes such writer a novel, play, treatment,
original treatment, or story upon which the screenplay is
to be based or from which it is to be adapted, such writer
shall be paid an additional amount as described in
subparagraph 1. above. The assigned material shall be
specifically identified in the notice of employment and
contract; if not then known, the writer and the Guild shall
be furnished with such identification when it is available.

Any dispute as to whether or not Company has so

furnished such writer a novel, play, treatment, original
treatment, or story shall be subject to automatic
arbitration by the Guild arbitration committee (referred to
in Theatrical Schedule A); provided, however, that in the
event Company or the writer does not accept the decision
of such Guild arbitration committee, such party shall
notify the Guild and the other party, in writing, of its
position and such dispute shall thereupon be subject to
the grievance and arbitration provisions of Articles 10, 11
and 12 of this Basic Agreement.

2. Narration by a Writer Other Than any Writer of Screenplay or

Story and Screenplay

Minimums for narration are based on status of film assembly

and nature of previously written material as follows:

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 Nature of Material Film Assembled in Film Footage Not
Written Prior to Story Sequence Assembled in Story
Employment of Sequence
Narration Writer
None Applicable Screenplay Applicable Screenplay
excluding Treatment including Treatment
Minimum Minimum
Story Only Applicable Screenplay Applicable Screenplay
excluding Treatment excluding Treatment
Minimum Minimum
Story and Screenplay Per Rate Schedule A Per Rate Schedule A

Effective
Rate Schedule A 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
Two minutes or less $ 815 $ 839 $ 864
Over two minutes through five minutes 2,880 2,966 3,055
Over five minutes applicable polish minimum

Aggregate sound track running time in minutes of narration

written by writer hired pursuant hereto.

Narration writer may be hired on a week-to-week basis.

There is no separation of rights for narration.

3. Initial Payment

The Company shall use its best efforts to issue to the writer (or
his/her designated representative), for the writer’s signature, a
written document memorializing the agreement reached
between the Company and the writer within ten (10) business
days after agreement is reached on the major deal points of a
writing assignment (e.g., agreement on initial compensation,
including bonus, if any, and number of drafts) for a theatrical
motion picture (twelve (12) business days in the case of either a
term writing agreement or an agreement for both writing and
non-writing services), but in no event later than the earlier of:
(a) fifteen (15) business days after agreement is reached on the
major deal points of the writing assignment, or (b) the time
period required by Article 19. Disputes as to whether Company
has submitted such document in a timely manner may be
submitted to the “Hot Line” dispute resolution procedure in
Article 48.

Company shall attach a cover sheet to the document

memorializing the agreement reached between the Company
and the writer which sets forth in summary form all conditions
precedent which must be satisfied before writing services can
commence. The terms of such cover sheet shall not alter or

*
See page 72.

- 74 -
 vary the terms of the agreement reached between the Company
and the writer and, in any event, the terms of the writer’s
agreement shall prevail.

With respect to any employment under this Article 13.A. on a

flat deal basis, the Company will pay to the writer, not later
than the next regular payday in the week following the day the
Company instructs the writer to commence his/her services, a
single advance amount (to be applied against the first
compensation which otherwise would be due to the writer) at
least equal to the greater of (a) ten percent (10%) of the writer’s
agreed compensation which otherwise would be due to the
writer upon delivery of the first required material, or (b) one
week’s compensation at the weekly rate for term employment
for 14 out of 14 weeks.

4. Maximum Period of Employment

With respect to writers employed at the minimum basic

compensation provided for in this Article 13.A. to write a story,
treatment, original treatment, first draft screenplay, final draft
screenplay, screenplay, or rewrite, the Company shall not
require the writer to render services beyond that period of
weeks (and fractions thereof) obtained by dividing such
applicable minimum basic compensation set forth above in (1)
through (9), as the case may be, by the minimum weekly
compensation provided for in Article 13.A., subparagraph 15.
hereof, for writers employed on a weekly basis.

In the event that the same writer is employed to write any

combination of those items set forth above in (1) through (9),
such time periods shall be cumulative.

If the writer is required by written notice from the Company to

render his/her services beyond such time period, he/she shall be
entitled to the specified compensation on delivery and to the
minimum weekly compensation to which such writer would be
entitled if employed on a weekly basis, as hereinafter in
subparagraph 15. of Article 13.A. provided, for services
rendered after the expiration of such period.

5. Computation of Writer’s Period of Employment

In computing the duration of a writer’s employment under this

Article 13.A., there shall be excluded the following:

a. Any time during which the writer’s employment

agreement was suspended by reason of any breach or
default on the part of the writer;

b. Any time during which the writer’s employment

agreement was suspended by reason of any of the causes

- 75 -
 specified in the “force majeure” clause of such writer’s
employment agreement;

c. Except as hereinafter provided, waiting time which

occurs during or after the writer’s employment.

Any excess waiting time shall be included in computing

the duration of the writer’s employment. However,
excess waiting time after the expiration of the duration of
the writer’s employment shall not be included in
computing the duration of the writer’s employment
unless the writer holds himself/herself available for the
Company’s further instructions pursuant to the
Company’s written notice to the writer so to hold
himself/herself available after the expiration of the
writer’s employment.

Any time during which the writer shall make revisions

called for by the Company shall be included in
computing the duration of the writer’s employment.

6. Waiting Time

The waiting time to be excluded in computing the duration of

the writer’s employment shall not exceed three (3) days
following delivery of material, and such waiting time shall not
be compensable. In the event that the same writer is employed
to write any combination of story, treatment or original
treatment, first draft screenplay, final draft screenplay or
screenplay, such waiting time shall be cumulative. “Excess
waiting time,” as used in this Article 13.A., means waiting time
in excess of the waiting time to be excluded as provided in this
subparagraph 6. If the writer is called into conference on any
day or instructed to perform any services on any day, such day
may not be included in waiting time. Sundays and holidays
generally recognized in the motion picture industry shall be
excluded in computing waiting time.

7. Extension of Employment Period

If the employment agreement under this Article 13.A. for a

treatment on a flat deal basis contains any option for additional
literary material, and the Company wishes the writer to change,
revise or complete his/her assignment after the expiration of the
maximum allotted employment period under this Article, the
Company may postpone the time for exercise of such option by
notifying the writer that it elects to continue the employment of
the writer on a week-to-week basis commencing upon the
expiration of the employment period then expiring at the
minimum weekly compensation prescribed in subparagraph 15.
hereof, but without any minimum guaranteed period of
employment. The Company must notify the writer to this effect
promptly upon the expiration of such maximum allotted

- 76 -
 employment period. Such employment shall continue until
further notice from the Company, and the waiting time shall
commence upon such termination of the employment. If the
Company thereafter exercises any option, and the maximum
allotted employment period under this Article 13.A. for which
the Company would be entitled to the writer’s services under
such option shall exceed the period during which the writer
performed his/her services (excluding time for which the writer
was compensated on a week-to-week basis and excluding
waiting time), then the Company shall be entitled to credit
against the amount due under such option an amount equal to
the minimum weekly compensation specified in subparagraph
15. herein for the period of such excess. Such credit shall not
exceed the amount actually paid to the writer for services
performed on a week-to-week basis.

8. Failure to Deliver Material Within Allotted Time Period

If the writer has not completed and delivered to the Company

the material within the maximum allotted employment period
provided for in this Article 13.A., or any shorter period
specified in the individual writer’s employment agreement, then
the Company may exercise the succeeding option and require
the writer to complete such material within the succeeding
option period. If the writer has not completed and delivered to
the Company the material within such maximum allotted
employment period, or such shorter period specified in the
individual writer’s employment agreement, and if the failure of
the writer so to complete and deliver such material was not
caused by any instructions or directions on the part of the
Company, then and at any time thereafter and prior to the
delivery of such material, the Company may terminate the
writer’s employment agreement, and the Company shall not be
obligated to make any further or additional payment thereunder.
For the purposes of determining whether to terminate such
contract, the Company may require the writer to deliver for
inspection any material then written and compliance with such
requirement shall not constitute delivery for the purpose above
mentioned without the written consent of the Company. The
Company shall retain title to and ownership of any material
theretofore delivered for which payment was made by the
Company, subject to the provisions of Article 16.A.

9. Teams

Every writer shall receive no less than the applicable minimum,

except that if a bona fide team of no more than two (2) writers
offers, prior to employment on the script in question, to
collaborate, the team as a unit shall receive in the aggregate not
less than the applicable minimum compensation.

In addition, if a bona fide team of no more than three (3) writers

offers, prior to employment on the script in question, to

- 77 -
 collaborate, the team as a unit shall receive in the aggregate not
less than two hundred percent (200%) of the applicable
minimum compensation, of which each individual writer shall
be paid not less than one-third ( a ) of said aggregate
compensation.

10. Week-to-Week, Term, Flat Deal

The Company may employ a writer on a week-to-week or term

basis to write a story, treatment, original treatment, first draft
screenplay, final screenplay, screenplay, or rewrite. At any
time thereafter, Company may employ such writer or any other
writer on a flat deal basis to write any such material in
accordance with the provisions of this Article 13.A. If
Company employs a writer on a flat deal basis to write any such
material, at any time thereafter Company may employ such
writer or any other writer to write any such material on a
week-to-week basis or term basis. If the Company imposes the
condition that such material must be completed and delivered
by a specified date, and the writer accepts the employment upon
such conditions and completes and delivers the material to the
Company in compliance with such condition, then such
employment shall be deemed to be employment on a flat deal
basis and the writer shall be entitled to the applicable flat deal
minimums provided in this Article 13.A. for the work involved.
If the Company employs two (2) writers as a team on a
week-to-week basis to write a story, treatment, original
treatment, first draft screenplay, final screenplay, screenplay or
rewrite and imposes the condition that such material must be
completed and delivered by a specified date, and if the period
by which the writers are to complete and deliver the material
under their employment agreement is less than one-half of the
applicable maximum period of employment for the work
involved as provided in this Article 13.A., the Company shall
only be obligated to pay to each such writer one-half of the
amount payable to one (1) writer employed on a flat deal basis
for the work involved, but if the period by which the writers are
to complete and deliver the material under their employment
agreement is more than one-half of the applicable maximum
period of employment for the work involved provided in this
Article, the Company shall not be obligated by this Article
13.A. to pay any additional amount to such writers. For
example, if a team of writers is employed on a week-to-week
basis during the period November 1, 2004 through October 31,
2005 to write a “screenplay, including treatment” for a High
Budget photoplay (for which the flat deal minimum is $86,662
and a date later than ten (10) weeks after the commencement of
such employment is specified in the employment agreement for
completion and delivery of such final screenplay, then if such
final screenplay is completed and delivered within such time,
the Company need only pay each writer the $43,331 received as
weekly salary. In the event of a dispute as to whether the
Company has imposed such a specified date of completion and

- 78 -
 delivery, such dispute shall be subject to grievance and
arbitration pursuant to the provisions of Articles 10, 11 and 12
hereof.

11. Applicable Deal Minimum Compensation

When Company hereafter employs one (1) or more writers on a

flat deal basis for the minimum basic compensation as above
provided, then regardless of the exercise of any option, if a
motion picture is actually produced by Company from the
screenplay so written under such deal basis, the compensation
(hereinafter called “applicable minimum deal compensation”)
paid to the writer or writers who participated in the writing
under such flat deal shall be not less than the applicable “Flat
Deal Screen Minimums” set forth in Article 13.A.,
subparagraph 1.a. above. In the event an amount at least equal
to such applicable minimum deal compensation has not been
paid to such writer or writers by the time screen credits for such
motion picture have been finally determined, then Company
shall pay to the writer or writers receiving screen credit for such
motion picture, within thirty (30) days after such screen credit
has been finally determined, the difference between all of the
compensation theretofore paid to the writer or writers employed
by Company on such flat deal basis in connection with such
photoplay, on the one hand, and the applicable minimum deal
compensation provided, on the other hand. A writer or writers
employed at the minimum week-to-week compensation to write
a treatment and also a screenplay for a motion picture which is
produced by Company shall be compensated at not less than the
applicable minimum basic compensation provided for in this
Article 13.A., and shall be considered as employed on a flat
deal basis at such minimum compensation for purposes of
subparagraph 1.c. of this Article. No writer employed on a term
basis shall be entitled to additional compensation by reason of
the provisions of this Article 13.A.

When a planned Low Budget theatrical motion picture is

produced as a High Budget theatrical motion picture for reasons
other than force majeure (including but not limited to disability,
illness or inclement weather) or labor cost escalations
undetermined at commencement of production, the Company
shall pay any necessary increase in the applicable minimum
deal compensation within thirty (30) days after Company
knows that the cost of the motion picture has increased or will
increase past the High Budget break figure, and in any event
within thirty (30) days after delivery of the answer print of said
motion picture.

12. Inapplicability of Provisions

The provisions of this Article 13.A. shall not apply to writers

employed at compensation in excess of the applicable minimum
specified in this Article except as hereinafter provided.

- 79 -
 However, even though the total compensation shall exceed such
minimums, the amount payable for the writing of the story,
treatment, original treatment, first draft screenplay, final
screenplay, screenplay or rewrite shall be not less than the
minimum for such individual work as above designated. The
provisions of subparagraphs 4., 5. and 6. of this Article 13.A.
shall be applicable to writers employed at compensation not
exceeding twice the applicable minimum compensation, except
that the three (3) day waiting period in subparagraph 6. shall be
two (2) weeks for the above-scale writer covered by this
sentence. The provisions of subparagraph 8., subparagraph 14.
and the last two paragraphs of subparagraph 15. of this Article
13.A. are applicable to all employment agreements regardless
of compensation.

The provisions of this Article 13.A. shall not apply to any short
or short subject, except that the Company agrees that any such
agreement made by the Company with any writer employed on
a similar basis with respect to a short or short subject shall
guarantee such writer an aggregate compensation for services
rendered in the writing and preparation of such material which
shall be not less than a sum equal to the minimum weekly
compensation to which such writer would be entitled if
employed on a weekly compensation basis, as provided in
subparagraph 15. hereof, multiplied by the number of weeks
(plus any fraction of a week) during which the writer actually
and continuously performed such services, it being understood
that the Company may terminate the employment of such writer
at the time the writer becomes entitled to additional
compensation by reason of the provisions of this paragraph or
at any time thereafter.

13. Purchases

a. The applicable minimums for purchases or licenses

subject to this Agreement from a professional writer shall
be the flat deal minimum for the appropriate budget as
determined by the Company in good faith; provided,
however, that if a motion picture is produced based upon
the story, treatment or screenplay, as the case may be,
and if such motion picture is a High Budget photoplay,
and if the purchase price or license fee paid for the
acquisition or license was less than the applicable
minimum for the respective type of work (story,
treatment or screenplay, as the case may be) for such
class of motion picture, i.e., High Budget, pursuant to
Article 13.A.1., an additional payment shall be made to
the professional writer in an amount such that such writer
shall have received in the aggregate an amount equal to
such higher applicable minimum.

b. [Deleted.]

- 80 -
14. Payment of Compensation Under Deal Contract

Company will use its best efforts to pay writers employed to

write on a deal basis not less than the applicable minimum
within forty-eight (48) hours after the delivery of a completed
story, treatment or original treatment, first draft screenplay or
final draft screenplay, as the case may be, but in no event shall
any such payment be made later than seven (7) days after
delivery of such material. Payment shall not be contingent
upon the acceptance or approval by the Company of the
material so delivered. Company shall include in writer’s deal
memorandum or personal service contract:

a. the place where and the name(s) or function of the

person(s) to whom delivery of such material is to be
made, and

b. the name(s) of the person(s) authorized to request

rewrites of said material.

The person(s) identified pursuant to subparagraphs a. and b.

above shall be at a level no higher than the President of
Production (i.e., the individual who heads theatrical creative
development).

Company shall give writer written notice of any change in the

name(s) of the person(s) to whom delivery is to be made and/or
the name(s) of the person(s) authorized to request rewrites.

Company will pay interest of one and one-half percent (1.5%)

per month when any initial compensation payment is due and
not paid as provided. If the Company has failed to make such
payment because the executed contract was not delivered by the
writer to the Company, then no such interest is due. If the
contract is not so delivered by the writer because of a dispute as
to the terms of the contract and the Company shall be held to be
wrong, the above-described interest payment shall be
applicable.

15. Minimum Weekly Compensation

Every writer employed on a week-to-week or term basis shall

receive a salary at the rate of not less than the amount per week
specified below for the respective period designated:

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 At the Rate of Per Week
Term Contracts 11/1/04- 11/1/05 - 11/1/06 -
10/31/05 10/31/06 10/31/07*
40 out of 52 weeks $3,418 $3,521 $3,627
20 out of 26 weeks 3,716 3,827 3,942
14 out of 14 weeks 4,023 4,144 4,268
Week-to-Week 4,334 4,464 4,598

Every week-to-week or term contract shall specify the exact

compensation for each full week of services rendered or to be
rendered thereunder.

If any writer under a week-to-week or term contract shall render

services after the expiration of the guaranteed period of
employment, then, for purposes only of prorating days worked
in a partial workweek (i.e., less than six (6) days), at the end of
such employment, the writer shall receive one-fifth (1/5) of the
weekly rate for each day worked during such partial workweek,
after the expiration of the guaranteed period.

Company may employ a writer who has not been previously

employed as a writer under any Guild MBA in television or
theatrical motion pictures or radio dramatic or comedic
programs on a week-to-week or term basis for a period not to
exceed fourteen (14) consecutive weeks at seventy-five percent
(75%) of the minimum weekly compensation as provided in
this subparagraph 15.

16. Theatrical Motion Picture Released on Free Television

If a theatrical motion picture is released on free television

before it has had a bona fide theatrical release (determined as
provided in Article 15.A.3.j. of this Basic Agreement), the
compensation of the writer or writers who have received screen
authorship credit for such motion picture shall be adjusted so
that it shall be no less than the appropriate television minimum
compensation or the appropriate theatrical minimum
compensation, whichever is higher.

17. Remakes

The Company’s right to remake a theatrical film shall be

subject to the following:

a. If a credited writer’s material is used for a remake and no

writer is employed to rewrite, adapt or revise such
material for the remake, the Company will pay such
writer(s) the applicable minimum compensation for the
intended medium of the remake (but this provision shall

*
See page 72.

- 82 -
 not be construed as affecting the rule that a bona fide
team shall be considered a unit). In addition, the writer
will be entitled to receive payment in accordance with
Article 15.A. with respect to a theatrical remake licensed
to free television, Article 15.B. with respect to reruns or
foreign telecast of a television remake, and Article 51
with respect to a theatrical or free television remake
released in Supplemental Markets.

b. If a writer is employed to rewrite, adapt or revise such

literary material for the remake, then the credited
writer(s) of the original material shall also be
participant(s) in the credit determination and if accorded
credit shall accordingly be entitled to the portion of
applicable minimum compensation for the intended
medium of the remake equal to the proportion of credit
awarded pursuant to subparagraph c.(l) below (but this
provision shall not be construed as affecting the rule that
a bona fide team shall be considered a unit). In addition,
the writer will be entitled to share in any additional
compensation in accordance with Article 15.A. with
respect to a theatrical remake licensed to free television,
Article 15.B. with respect to reruns or foreign telecast of
a television remake, and Article 51 with respect to a
theatrical or free television remake released in
Supplemental Markets. The writer’s portion of such
additional compensation shall be equal to the portion of
credit awarded pursuant to subparagraph c.(1) below.

c. With respect to a television remake of a theatrical film,

the phrase “applicable minimum compensation” in
subparagraphs a. and b. of this subparagraph 17. means
the applicable rate provided for in Article 13.B.7.a., b. or
e. of this Agreement.

In a credit arbitration concerning such remake, the arbiters shall

determine the following issues:

(1) the contribution made by the writer(s) of the

original material expressed as a percentage of the
whole, and

(2) the form of credit to be accorded such writer(s),

which credit may include a credit in the nature of a
source material credit, such as “Based on a
Screenplay by ...”

The foregoing provisions shall apply to material written during

the term of this Agreement upon which a remake is based.

- 83 -
 18. Script Annotations

If the Company is to require one or more script annotations, it

shall so inform the writer at the time of the negotiation of the
writing assignment, or option or acquisition of literary material,
unless from the nature of the project the Company’s need for
the annotation(s) is not reasonably known at the outset. In the
latter case, the Company shall inform the writer that an
annotation is needed when the Company knows, or reasonably
should have known, of it.

If the Company uses written guidelines or standards describing

the type of information to be included in an annotation for a
fact-based project or a project inspired by fact, such guidelines
or standards shall be furnished to the writer when the Company
first informs the writer that an annotation is needed.

B. TELEVISION

1. Minimum Basic Compensation

a. Options

When the Company options to purchase or license from a

professional writer literary material, which would be
covered under this Basic Agreement, Company shall pay
five percent (5%) of the applicable minimum
compensation for such literary material for the first
period of up to one hundred eighty (180) days, and an
additional ten percent (10%) of the applicable minimum
compensation for each subsequent period of up to one
hundred eighty (180) days.

Notwithstanding anything in this Basic Agreement to the

contrary, the option payment(s) shall be credited against
the purchase price or other compensation payable to the
writer.

The foregoing paragraphs shall not apply to arrangements

under which the consideration for the agreement is the
Company’s good faith effort to effectuate network or
other buyer/licensee interest or otherwise obtain a
development commitment for the material.

b. Other Compensation Minimums

Company agrees that the minimum basic compensation

to be paid for writing services covered by this Basic
Agreement shall be as herein set forth during the periods
indicated below. The periods are herein designated:

- 84 -
 From Through
“1st Period” November 1, 2004 - October 31, 2005
“2nd Period” November 1, 2005 - October 31, 2006
“3rd Period” November 1, 2006 - October 31, 2007

The applicable minimum shall be the minimum for each

writer, except when a bona fide team of no more than two
(2) writers offers, prior to employment on the script in
question, to collaborate, in which event such writers shall
be considered a unit, which unit shall receive in the
aggregate not less than the applicable minimum
compensation.

In addition, if a bona fide team of no more than three (3)

writers offers, prior to employment on the script in
question, to collaborate, the team as a unit shall receive in
the aggregate not less than two hundred percent (200%)
of the applicable minimum compensation, of which each
individual writer shall be paid not less than one-third ( a )
of said aggregate compensation. If all three (3) writers
are also employed pursuant to Article 14 of this Basic
Agreement, the two hundred percent (200%) of minimum
compensation may be reduced to not less than one
hundred fifty percent (150%).

With respect to the provisions for increased rates during

specified periods, the intent is that, as to freelance
employment, the rates applicable when the employment
is entered into shall apply, except that when an
employment is entered into during one period, but is not
to start until a subsequent period, the rate applicable
during the subsequent period applies.

2. “High Budget” Films

For the purpose of this schedule, “High Budget” television

motion pictures are those for which the negative costs equal or
exceed the following amounts:

15 minutes or less $150,000

30 minutes or less (but more than 15 minutes) 215,000
60 minutes or less (but more than 30 minutes) 300,000
75 minutes or less (but more than 60 minutes) 400,000
90 minutes or less (but more than 75 minutes) 500,000
120 minutes or less (but more than 90 minutes) 900,000
For each additional 30 minutes or less, an additional 300,000

- 85 -
 However, in the case of non-prime time network films, “High
Budget” films shall be films the negative costs of which equal
or exceed the following amounts:

15 minutes or less $ 60,000

30 minutes or less (but more than 15 minutes) 100,000
60 minutes or less (but more than 30 minutes) 200,000
75 minutes or less (but more than 60 minutes) 260,000
90 minutes or less (but more than 75 minutes) 340,000
120 minutes or less (but more than 90 minutes) 450,000
For each additional 30 minutes or less, an additional 125,000

3. “Low Budget” Films

For the purpose of this schedule, “Low Budget” television

motion pictures are those for which the negative cost is less
than the amounts indicated above.

4. “Negative Cost”

a. “Negative cost,” for the purposes of this Article 13.B.,

shall be deemed to include all actual costs and expenses
of production, including overhead and, except to the
extent hereinafter provided, excluding deferments. If no
overhead has been charged, an amount equal to twenty
percent (20%) of all direct charges shall be added to
represent an overhead charge.

b. It is agreed that if the Company rents studio facilities and

the customary rental includes a charge for overhead, the
provisions of the preceding quoted sentence shall be
waived, but the Guild shall have the right at all times to
have a determination by arbitration as to whether said
customary rental charge has in fact included a charge for
overhead.

c. If more than fifty percent (50%) of the cost of any item is

deferred, the negative cost of the film shall be revised to
include a charge of not less than fifty percent (50%) of
the total cost of such item including the amount deferred.

d. If the compensation of any actor, writer, director or

producer shall include a participation in the receipts of a
film and the initial salary paid such employee shall be
less than one hundred percent (100%) of his/her
established television salary, or fifty percent (50%) of
his/her established theatrical motion picture salary (if
he/she has not established his/her television salary), the
negative cost shall be revised to include an amount equal
to such established television salary or fifty percent
(50%) of such established theatrical motion picture
salary, as the case may be. The “established theatrical

- 86 -
 motion picture salary” for the purposes hereof shall be
computed by dividing the total compensation earned by
the employee in theatrical motion pictures during the year
immediately preceding the assignment in question by the
total weeks and fractions thereof worked for such
compensation.

e. Any dispute relating to the determination of the negative

cost of a film shall be resolved by a Price Waterhouse
audit, the costs of which are to be borne equally by the
Company and the Guild.

f. If a Low Budget minimum shall be paid to a writer prior

to the production of a film whose negative cost shall in
fact require the payment of a High Budget minimum, the
writer shall be paid the difference not later than thirty
(30) days after the completion of production of the film.

5. Story Claim By Production Executive

If Company shall claim that a writer has been assigned to write

a teleplay based upon a story composed or created by a
production executive, the story and teleplay shall be subject to
an automatic arbitration pursuant to the provisions of
Television Schedule A hereof, and if the arbitrators shall accord
both the story and teleplay credit to the writer, then the
combined story and teleplay minimum above provided for shall
apply to the material so written, provided that Company may
appeal any such credit determination to arbitration pursuant to
Articles 10, 11 and 12 hereof.

6. Step Outline

The writer may not be compelled to prepare a step outline of the

teleplay. For such purpose, the term “step outline” shall mean a
development of the story in the form of a condensed
scene-by-scene progression indicating action and the substance
of essential story dialogue, but without dialogue.

- 87 -
 7. Schedule of Minimum Compensation

a. Story (For all television films except (1) network prime

time programs of the types covered by subparagraph d.
below and (2) serials which are covered by subparagraph
e.(1) or e.(3) below)

HIGH BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 2,390 $ 2,462 $ 2,536
30 or less (but more than 15) 4,374 4,505 4,640
60 or less (but more than 30) 7,947 8,185 8,431
75 or less (but more than 60) 11,314 11,653 12,003
90 or less (but more than 75) 11,944 12,302 12,671
120 or less (but more than 90) 15,650 16,120 16,604

LOW BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 2,034 $ 2,095 $ 2,158
30 or less (but more than 15) 3,383 3,484 3,589
60 or less (but more than 30) 6,396 6,588 6,786
75 or less (but more than 60) 9,109 9,382 9,663
90 or less (but more than 75) 9,752 10,045 10,346
120 or less (but more than 90) 12,882 13,268 13,666

b. Teleplay (For all television films except (1) network

prime time programs of the types covered by
subparagraph d. below and (2) serials which are covered
by subparagraph e.(1) or e.(3) below)

HIGH BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 4,374 $ 4,505 $ 4,640
30 or less (but more than 15) 7,102 7,315 7,534
60 or less (but more than 30) 13,764 14,177 14,602
75 or less (but more than 60) 20,029 20,630 21,249
90 or less (but more than 75) 21,170 21,805 22,459
120 or less (but more than 90) 28,079 28,921 29,789

*
See page 72.

- 88 -
 LOW BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 3,185 $ 3,281 $ 3,379
30 or less (but more than 15) 5,474 5,638 5,807
60 or less (but more than 30) 10,438 10,751 11,074
75 or less (but more than 60) 15,063 15,515 15,980
90 or less (but more than 75) 15,983 16,462 16,956
120 or less (but more than 90) 21,149 21,783 22,436

c. Story and Teleplay when the same writer prepares both

(“bargain rates”) (For all television films except (1)
network prime time programs of the types covered by
subparagraph d. below and (2) serials which are covered
by subparagraph e.(1) or e.(3) below)

HIGH BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 5,968 $ 6,147 $ 6,331
30 or less (but more than 15) 10,930 11,258 11,596
60 or less (but more than 30) 19,868 20,464 21,078
75 or less (but more than 60) 28,317 29,167 30,042
90 or less (but more than 75) 29,858 30,754 31,677
120 or less (but more than 90) 39,129 40,303 41,512

LOW BUDGET

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 5,068 $ 5,220 $ 5,377
30 or less (but more than 15) 8,447 8,700 8,961
60 or less (but more than 30) 15,999 16,479 16,973
75 or less (but more than 60) 23,175 23,870 24,586
90 or less (but more than 75) 24,382 25,113 25,866
120 or less (but more than 90) 32,207 33,173 34,168

*
See page 72.

- 89 -
 For programs in excess of one hundred twenty (120)
minutes, compensation is based on the one hundred
twenty (120) minute or less minimum (shown above)
plus, for each additional thirty (30) minutes or less, the
following additional payments:

HIGH BUDGET 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
Story $3,707 $3,818 $3,933
Teleplay 6,909 7,116 7,329
Story and Teleplay 9,269 9,547 9,833

LOW BUDGET 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
Story $3,125 $3,219 $3,316
Teleplay 5,151 5,306 5,465
Story and Teleplay 7,830 8,065 8,307

The minimums set forth in the above schedules constitute

the writer’s minimum compensation for the purposes of
Article 15.B.

The category of minimums provided for in subparagraph

c. of this paragraph 7. (the so-called “bargain rate”) is
applicable only when the employment is for story and
teleplay, not when the employment is for story with
option for teleplay.

cc. Story with Options

If Company engages a writer to write a story with an

option to have the writer write a teleplay, the Company
must exercise such option, if at all, within fourteen (14)
days after delivery of the final story.

d. Network Prime Time (For all network prime time

episodic series, one-time shows, unit series shows, once-
per-week network prime time serials, and anthology
programs. This subparagraph d. is not applicable to
programs covered by Appendix A and other
non-dramatic programs (e.g., Wild Kingdom and
travelogues). The rates set forth in this subparagraph d.
are not to be utilized for the purposes of Article 15.B. of
this Agreement.)

*
See page 72.

- 90 -
 (1) Story

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 3,646 $ 3,728 $ 3,812
30 or less (but more than 15) 6,682 6,832 6,986
45 or less (but more than 30) 9,222 9,429 9,641
60 or less (but more than 45) 11,763 12,028 12,299
90 or less (but more than 60) 15,716 16,070 16,432
For Serials and Episodic Programs
120 or less (but more than 90) 20,988 21,460 21,943
For other than Serials and Episodic
Programs 120 or less (but more
than 90) 22,905 23,420 23,947

(2) Teleplay

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 8,853 $ 9,052 $ 9,256
30 or less (but more than 15) 14,377 14,700 15,031
45 or less (but more than 30) 15,206 15,548 15,898
60 or less (but more than 45) 19,396 19,832 20,278
90 or less (but more than 60) 27,945 28,574 29,217
For Serials and Episodic Programs
120 or less (but more than 90) 35,856 36,663 37,488
For other than Serials and Episodic
Programs 120 or less (but more
than 90) 39,128 40,008 40,908

(3) Story and Teleplay when the same writer prepares

both (“bargain rates”)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $10,953 $11,199 $11,451
30 or less (but more than 15) 20,044 20,495 20,956
45 or less (but more than 30) 23,109 23,629 24,161
60 or less (but more than 45) 29,482 30,145 30,823
90 or less (but more than 60) 41,480 42,413 43,367
For Serials and Episodic Programs
120 or less (but more than 90) 54,576 55,804 57,060
For other than Serials and Episodic
Programs 120 or less (but more
than 90) 59,653 60,995 62,367
(continued)

- 91 -
 (continued)
Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
For programs in excess of one
hundred twenty (120) minutes,
compensation is based on the one
hundred twenty (120) minute or
less minimum (shown herein) plus,
for each additional thirty (30)
minutes or less, the following
additional payments:
Story $ 3,521 $ 3,600 $ 3,681
Teleplay 6,566 6,714 6,865
Story and Teleplay 8,810 9,008 9,211

dd. Segment Rate

Writers who are employed to write segments for use on

programs meeting the requirements of this section may,
at the option of the Company, be paid in accordance with
this section rather than in accordance with the otherwise
applicable provisions of this Agreement. In order to
utilize this section, the Company (1) must apply this
section to all writers employed on the program or, in the
case of a program series, the individual episode; and (2)
must inform such writers no later than the time of
assignment to the program that this section is being
utilized. As to any single dramatic program or any
program of a dramatic television series thirty (30)
minutes or more in length which consists of self-
contained segments of various lengths (whether or not
such segments are intercut within each program), the
aggregate minimum compensation shall be one hundred
seventy-five percent (175%) of the applicable minimum
compensation for story and teleplay set forth in
subparagraphs c. and d. Writers employed to write
segments for use in such programs shall be compensated
at the following rates:

*
See page 72.

- 92 -
 Total Length of Length of Segment Segment Compensation as
Program Percentage of Aggregate
Minimum Compensation
30 min. or less 3 min. or less 10%
5 min. or less (over 3) 15%
10 min. or less (over 5) 30%
15 min. or less (over 10) 40%
60 min. or less (but 8 min. or less 16 b %
more than 30 min.) 15 min. or less (over 8) 20%
20 min. or less (over 15) 25%
30 min. or less (over 20) 40%
90 min. or less (but 8 min. or less 10%
more than 60 min.) 15 min. or less (over 8) 12½%
20 min. or less (over 15) 16 b %
30 min. or less (over 20) 27½%
60 min. or less (over 30) 40%
120 min. or less (but 8 min. or less 8a%
more than 90 min.) 15 min. or less (over 8) 10%
20 min. or less (over 15) 12½%
30 min. or less (over 20) 20%
60 min. or less (over 30) 30%

Should the total minimum compensation payable to the

writers of the segments pursuant to the schedule
immediately above be less than the aggregate minimum
compensation specified above, the difference shall be
distributed among the segment writers in proportion to
the segment compensation set forth above. In said
distribution, the Company may credit to an individual
writer any overscale payment paid to such writer.

With respect to such programs, the following provisions

will be incorporated into appropriate sections of the
MBA:

(1) The applicable minimums for rewrites shall be

twenty-five percent (25%) of the segment
minimum as determined in accordance with the
above formula.

(2) Separation of rights shall apply to each segment,

excluding only those elements (continuing
characters, etc.) which are part of the continuing
series format.

(3) Any story for which no teleplay is written during

the same production season will revert to the
writer.

(4) The minimum compensation as computed above

for each writer shall be the basis for calculation of

- 93 -
 all rerun, foreign telecast and theatrical exhibition
payments required under the Basic Agreement.

(5) Writing credits are to be given for each individual

segment, identified by segment title, with a single
card devoted to each segment.

e. Serials

(1) Employment and purchase of literary material for

serials produced for broadcast three (3), four (4),
five (5), six (6) or seven (7) times per week other
than prime time is treated in Appendix A. (See
Appendix A, Article 13.)

(2) The minimum compensation for stories and/or

teleplays, rewrites and polishes for episodes of a
once-a-week network prime time serial shall be the
corresponding minimums or stories and/or
teleplays, rewrites and polishes for episodes of
network prime time episodic series.

(3) As to serials other than those described in

subparagraphs e.(1) and (2) above, there is to be no
differentiation between stories and teleplays for
compensation purposes and minimum
compensation for writing such material for such
serials shall be as follows:

11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 4,115 $ 4,238 $ 4,365
30 or less (but more than 15) 6,852 7,058 7,270
60 or less (but more than 30) 13,017 13,408 13,810
90 or less (but more than 60) 18,602 19,160 19,735

For programs in excess of ninety (90) minutes,

compensation is based on the ninety (90) minute or
less minimum shown herein, plus, for each
additional thirty (30) minutes or less, the
difference between the appropriate ninety (90)
minute compensation and the sixty (60) minute
compensation.

*
See page 72.

- 94 -
f. Installment Payments

Payment of the writer’s agreed upon compensation shall

be made in installments as follows:

(1) If employment is for Story and Teleplay, not less

than

(a) Thirty percent (30%) of agreed

compensation on delivery of story.

(b) Forty percent (40%) of agreed compensation

on delivery of first draft teleplay. In no
event shall the total of installments (a) and
(b) be less than ninety percent (90%) of the
applicable minimum compensation for story
and teleplay.

(c) Balance of agreed compensation on delivery

of final draft teleplay.

(2) If employment is for Teleplay, not less than

(a) Sixty percent (60%) of agreed compensation

or ninety percent (90%) of applicable
minimum compensation, whichever is
greater, on delivery of first draft teleplay.

(b) Balance of agreed compensation on delivery

of final draft teleplay.

With respect to any employment under Article 13.B.7.a.,

b., c. or d. above relating to pilots and one-time programs
ninety (90) minutes or more in length, the Company will
pay to the writer, not later than the next regular payday in
the week following the day the Company instructs the
writer to commence his/her services, a single advance
amount (to be applied against the first compensation
which otherwise would be due to the writer) at least equal
to ten percent (10%) of the monies which otherwise
would be due to the writer upon delivery of the first
required material.

If the writer of a television motion picture ninety (90)

minutes or longer has negotiated a salary sufficient to
allow for three (3) revisions of the teleplay as follows,
and the writer’s contract provides for such revisions, the
first draft teleplay shall be delivered to the producer (or
other executive) designated in the writer’s deal
memorandum or contract and such producer shall be
authorized to give notes to the writer and the writer shall
utilize such notes in the first revision.

- 95 -
 Payment for such writing steps would be as follows:

(1) commencement (10% of agreed compensation);

(2) delivery of story (20% of agreed compensation);
(3) delivery of first draft teleplay to producer (40% of
agreed compensation);
(4)2 (a) delivery of first set of revisions to producer,
based on producer’s notes, if any (10% of
agreed compensation); or
(b) if producer has not requested a revision,
delivery of first set of revisions to network
or licensee (10% of agreed compensation);
(5) delivery of second set of revisions (10% of agreed
compensation); and
(6) delivery of polish (10% of agreed compensation).

SPECIAL COMPANY AFFIRMATIVE COVENANT

OF TIMELY PAYMENT IN LONG-FORM
TELEVISION

The following is without derogation of any other

payment obligation in this Agreement.

Given that industry practice in long-form television

includes situations in which the Company (which
employs the writer) receives payments, sometimes in
stages, from a licensee, and that the licensee may contract
with the Company for a number of drafts of a script prior
to a production commitment, it is understood, and the
Company hereby affirms that:

(1) The obligation to make timely payment to the

writer pursuant to this Article 13.B.7.f. and Article
13.B.9., including with respect to step (4)(a)
above, or otherwise, is an obligation of the
Company regardless of any funding arrangement
with a licensee of the motion picture; and

(2) Lack of receipt by Company of payment from a

licensee is not, and shall not be used as, an excuse
for failure to pay the writer on a timely basis.

g. Plot Outline - Narrative Synopsis of Story

Company may request writer to prepare a narrative

synopsis of reasonable length (herein designated as an

2
See Sideletter to Article 13.B.7.f. on pages 526-527 of this Agreement (“Letter of
Understanding of Licensees of Television Motion Pictures Ninety Minutes or Longer”).

- 96 -
 “outline”) of a story owned by writer in order to
determine its suitability for television purposes. The
minimum compensation for the preparation of such
outline shall be:

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $1,196 $1,232 $1,269
30 or less (but more than 15) 1,992 2,052 2,114
60 or less (but more than 30) 3,776 3,889 4,006
75 or less (but more than 60) 4,923 5,071 5,223
90 or less (but more than 75) 5,581 5,748 5,920
120 or less (but more than 90) 7,357 7,578 7,805

Company shall, within fourteen (14) days from time of

delivery of such outline, notify writer of its election to
acquire such outline and employ writer to prepare a
teleplay based thereon. If Company shall so elect, the
agreed compensation paid for the outline shall be deemed
an advance against the applicable minimum
compensation for such story with an option for teleplay,
which option shall be deemed exercised, and writer shall
receive the difference, if any. If Company shall elect not
to proceed, it shall return the outline to the writer not
later than the end of such fourteen (14) day period and
writer shall be entitled to retain the above applicable
minimum for the outline and shall own all right, title and
interest in the literary material contained in such outline,
except to the extent that the outline was prepared for an
episodic series or serial-type film and program format
and/or characters belonging to the Company were
incorporated in the material written by the writer.

Company shall sign and deliver to writer, on the date of

hiring, a slip stating it has employed the writer to prepare
an outline of such material and that the conditions of
such employment are upon terms not less favorable than
those provided by this subparagraph g.

h. Compensation for Rewrites and Polishes

Company shall pay not less than the following minimum

compensation with respect to rewrites and polishes:

*
See page 72.

- 97 -
 (1) Rewrites

High Budget - Non-serial pictures and serials described in

13.B.7.e.(2)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 2,577 $ 2,654 $ 2,734
30 or less (but more than 15) 4,303 4,432 4,565
45 or less (but more than 30) 6,222 6,409 6,601
60 or less (but more than 45) 8,139 8,383 8,634
75 or less (but more than 60) 11,425 11,768 12,121
90 or less (but more than 75) 11,990 12,350 12,721
120 or less (but more than 90) 15,839 16,314 16,803

Low Budget - Non-serial pictures and serials described in

13.B.7.e.(2)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 1,887 $ 1,944 $ 2,002
30 or less (but more than 15) 3,231 3,328 3,428
60 or less (but more than 30) 6,160 6,345 6,535
75 or less (but more than 60) 8,561 8,818 9,083
90 or less (but more than 75) 9,095 9,368 9,649
120 or less (but more than 90) 12,018 12,379 12,750

Teleplays for serials described in 13.B.7.e.(3)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $2,051 $2,113 $2,176
30 or less (but more than 15) 3,429 3,532 3,638
60 or less (but more than 30) 6,499 6,694 6,895

(2) Polishes

High Budget - Non-serial pictures and serials described in

13.B.7.e.(2)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $1,289 $1,328 $1,368
30 or less (but more than 15) 2,148 2,212 2,278
45 or less (but more than 30) 3,106 3,199 3,295
60 or less (but more than 45) 4,076 4,198 4,324
(continued)

*
See page 72.

- 98 -
 (continued)
Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
75 or less (but more than 60) $5,705 $5,876 $6,052
90 or less (but more than 75) 5,989 6,169 6,354
120 or less (but more than 90) 7,918 8,156 8,401

Low Budget - Non-serial pictures and serials described in

13.B.7.e.(2)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 939 $ 967 $ 996
30 or less (but more than 15) 1,611 1,659 1,709
60 or less (but more than 30) 3,077 3,169 3,264
75 or less (but more than 60) 4,279 4,407 4,539
90 or less (but more than 75) 4,551 4,688 4,829
120 or less (but more than 90) 6,013 6,193 6,379

Teleplays for serials described in 13.B.7.e.(3)

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $1,031 $1,062 $1,094
30 or less (but more than 15) 1,723 1,775 1,828
60 or less (but more than 30) 3,256 3,354 3,455

i., j., k. and l. [deleted]

m. (1) Format

Minimum basic compensation for a format shall

be:

11/1/04 - 10/31/05 $8,269

11/1/05 - 10/31/06 8,517
11/1/06 - 10/31/07* 8,773

If a story, or stories, are included in a purchased

format and the story is used, the applicable
minimum for such story or stories shall apply. If
such story or stories are not used, no story
minimum would apply.

If a writer is employed to write a format and a

story or stories are included, at the direction of
Company, the applicable story minimum shall
apply.

*
See page 72.

- 99 -
 At the time of purchase or hire, Company shall
submit to writer any formats in control of the
Company relating to the project for which writer
has been engaged. The writer shall be obligated to
read, initial and date such format.

(2) Bible

Minimum basic compensation for a network prime

time bible shall be:

11/1/04 - 10/31/05 $41,807

11/1/05 - 10/31/06 43,061
11/1/06 - 10/31/07* 44,353

plus ten percent (10%) thereof for each detailed

storyline in excess of six (6) ordered by the
Company in connection therewith. With respect to
a non-network and/or non-prime time bible for a
multi-part closed end series, the minimum basic
compensation shall be twenty percent (20%) less
than set forth above. The writer of the bible shall
be entitled to the applicable story payment
(including the additional compensation set forth in
Article 13.B.7.d.(1), if applicable) for each
segment or episode of the multi-part program or
prime-time serial for which he/she receives story
credit. Ten percent (10%) of the applicable
minimum for a bible may be credited against such
payment for each story. Notwithstanding the
foregoing, should the Company separately pay the
full story and teleplay minimum to the bible writer
or any other writer, the story payment (including
the additional compensation set forth in Article
13.B.7.d.(1), if applicable) otherwise due to the
bible writer under this subparagraph shall not be
required.

(3) Rewrite or Polish of Format or Bible

Minimum basic compensation for a rewrite of a

format shall be fifty percent (50%) of the
applicable minimum set forth above. Minimum
basic compensation for a polish of a format shall
be twenty-five percent (25%) of the applicable
minimum set forth above.

*
See page 72.

- 100 -
 Minimum basic compensation for a rewrite or
polish of a bible shall be:

Rewrite Polish
11/1/04 - 10/31/05 $20,904 $10,452
11/1/05 - 10/31/06 21,531 10,766
11/1/06 - 10/31/07* 22,177 11,089

provided, however, that when the writer rewrites or

polishes more than six (6) story lines in the bible,
the minimum basic compensation shall be
increased as follows (for rewrite or polish, as the
case may be) for each such story line in excess of
six (6):

Rewrite Polish
11/1/04 - 10/31/05 $2,088 $1,046
11/1/05 - 10/31/06 2,151 1,077
11/1/06 - 10/31/07* 2,216 1,109

With respect to rewriting or polishing a

non-network and/or non-prime time bible, the
minimum basic compensation shall be twenty
percent (20%) less than set forth above.

n. Narration

Minimum basic compensation for a narration shall be as

follows:

NARRATION

(by writer other than writer of teleplay or story and teleplay)

FILM ASSEMBLED IN STORY SEQUENCE

Nature of Material Credit to Narration Freelance Residuals to

Already Written under Writer3 Minimum Narration Writer
MBA when Narration
Writer Hired
1. No Material “Narration Written See Rate Yes, based on % of
by” Schedule A applicable freelance
minimum in Rate
Schedule A
(continued)

*
See page 72.
3
Credit not to affect rates - There is no separation of rights for narration.

- 101 -
(continued)
FILM ASSEMBLED IN STORY SEQUENCE

Nature of Material Credit to Narration Freelance Residuals to

Already Written under Writer3 Minimum Narration Writer
MBA when Narration
Writer Hired
2. Story only “Narration Written See Rate Yes, based on % of
by” (If story credit, Schedule A applicable freelance
then on same card) minimum in Rate
Schedule A
3. Story and Teleplay None, but if over 8 See Rate If “Narration by”
minutes of narration Schedule C credit, then only
(aggregate), only shared residuals, as
receive “Narration determined in WGA
by” credit (same credit arbitration
card) (aggregate of no
more than story &
Automatic arbitration teleplay residuals)

NARRATION

(by writer other than writer of teleplay or story and teleplay)

FILM FOOTAGE NOT ASSEMBLED IN STORY SEQUENCE

Nature of Material Credit to Narration Freelance Residuals to

Already Written under Writer3 Minimum Narration Writer
MBA when Narration
Writer Hired
1. No Material “Written by” See Rate Yes, based on % of
Schedule B applicable freelance
minimum in Rate
Schedule B
2. Story only “Narration Written See Rate Yes, based on % of
by” (If story credit, Schedule A applicable freelance
then on same card) minimum in Rate
Schedule A
3. Story and Teleplay None, but if over 8 See Rate If “Narration by”
minutes of narration Schedule C credit, then only
(aggregate), only shared residuals, as
receive “Narration determined in WGA
by” credit (same credit arbitration
card)

Automatic arbitration

NOTE: Excluded from these provisions is material described in Article 13.B.7.p.

3
Credit not to affect rates - There is no separation of rights for narration.

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Two writers collaborating equal one unit, to receive in the aggregate not less than
applicable minimum.

Narration writer may be hired on a week-to-week basis, subject to Article 13.B.7.s.

The following rates are for High Budget:4

RATE SCHEDULE A

Program Length in Minutes5 11/1/04 - 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 5,169 $ 5,324 $ 5,484
30 or less (but more than 15) 8,593 8,851 9,117
60 or less (but more than 30) 16,297 16,786 17,290
75 or less (but more than 60) 22,846 23,531 24,237
90 or less (but more than 75) 24,008 24,728 25,470
120 or less (but more than 90) 31,710 32,661 33,641
plus, for each additional ½ hour or fraction thereof 7,704 7,935 8,173

RATE SCHEDULE B

Program Length in Minutes5 11/1/04 - 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 5,968 $ 6,147 $ 6,331
30 or less (but more than 15) 10,921 11,249 11,586
60 or less (but more than 30) 19,868 20,464 21,078
75 or less (but more than 60) 27,320 28,140 28,984
90 or less (but more than 75) 28,805 29,669 30,559
120 or less (but more than 90) 37,740 38,872 40,038
plus, for each additional ½ hour or fraction thereof 8,952 9,221 9,498

RATE SCHEDULE C

Aggregate sound track running time in minutes 11/1/04 - 11/1/05- 11/1/06-

of narration written by writer hired pursuant to 10/31/05 10/31/06 10/31/07*
this chart
2 minutes or less of narration $ 828 $ 853 $ 879
Over 2 minutes through 5 minutes of narration 2,899 2,986 3,076
Over 5 minutes of narration Teleplay rewrite minimum for
applicable program length

4
If Low Budget, then applicable rates are equal to corresponding rates for Low Budget
teleplay (under “A” above) and Low Budget story and teleplay (under “B” above).
5
Running time is in terms of sound track.
*
See page 72.

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 o. Remakes

The Company’s right to remake a television motion

picture shall be subject to the following:6

(1) If the credited writer’s material is used for the

remake and no writer is employed to rewrite, adapt
or revise such material for the remake, the
Company will pay such writer a sum equal to the
applicable minimum compensation for the
intended medium of the remake appropriate to the
writer’s initial employment to write such material.
Said minimum compensation shall not be
diminished by virtue of any sharing of credit by
said writer for the remake (but this provision shall
not be construed as affecting the rule that a bona
fide team shall be considered a unit as provided in
subparagraph B.1. of this Article). In addition, the
writer will be entitled to receive payments in
accordance with Article 15.A. with respect to a
theatrical remake licensed to free television,
Article 15.B. with respect to reruns or foreign
telecast of a television remake, and Article 51 with
respect to a theatrical or free television remake
released in Supplemental Markets.

(2) If a writer is employed to rewrite, adapt or revise

such literary material for the remake, then the
credited writer of the original material also shall be
a participant in the credit determination and if
accorded credit shall be paid the applicable
minimum compensation for the intended medium
of the remake appropriate to such credit. In the
event of a television remake, the writer of the
original material, if accorded credit, will be
entitled to share, in accordance with such credit, in
any additional compensation for television reruns
or theatrical exhibition which may become due.
Said minimum compensation shall not be
diminished by virtue of any sharing of credit by
said writer for the remake, (but this provision shall
not be construed as affecting the rule that a bona
fide team shall be considered a unit as provided in
subparagraph B.1. of this Article). In addition,
such writer of the original material will be entitled
to share in any additional compensation in
accordance with Article 15.A. with respect to a
theatrical remake licensed to free television,

6
But as to any series in production prior to March 6, 1973, this paragraph B.7.o. shall
remain as in the 1970 WGA Agreement and as to any series in production prior to March 2,
1977, which was not in production prior to March 6, 1973, this paragraph B.7.o. shall remain as
in the 1977 WGA Agreement.

- 104 -
 Article 15.B. with respect to foreign telecast of a
television remake, and Article 51 with respect to a
theatrical or free television remake released in
Supplemental Markets. The portion of additional
compensation referred to in this subparagraph (2)
which is payable to the original writer shall be
equal to the portion of credit awarded pursuant to
subparagraph (a) below.

(3) With respect to a television remake, the

“applicable minimum compensation” in
subparagraphs (l) and (2) of this subparagraph o.
means the applicable rates provided for in Article
13.B.7.a., b. or e. of this Agreement.

In a credit arbitration concerning such remake, the

arbitrators shall determine the following issues:

(a) the contribution made by the writer(s) of the

original material expressed as a percentage
of the whole; and

(b) the form of credit to be accorded such

writer(s), which credit may include a credit
in the nature of a source material credit, such
as “Based on a Teleplay by...”

p. Non-Commercial Openings and Closings

When a writer other than the writer of the teleplay for a

television film writes literary material for self-contained
units of entertainment which are used as opening, closing
and/or bridging material in such film, the total minimum
compensation for all such self-contained units in such
film will be:

Aggregate Running 11/1/04 - 11/1/05- 11/1/06-

Time of Material 10/31/05 10/31/06 10/31/07*
3 minutes or less $2,148 $2,212 $2,278
More than 3 minutes 3,016 3,106 3,199

It is further expressly understood that the foregoing rates

are not intended to apply to customary or routine
introductions, bridges or conclusions. An example of the
material intended to be covered is the material delivered
by Alfred Hitchcock on the series “Alfred Hitchcock
Presents.” In addition, if such units are rerun, as the term
“rerun” is used in Article 15.B.1.b., Company shall pay
the writer additional payments expressed in percentages
of said total minimum compensation at the rates specified

*
See page 72.

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 in said Article 15.B.1.b. It is expressly understood that,
except as specifically provided herein, this paragraph is
not intended to extend the coverage of this Basic
Agreement to, nor provide payment for, any matter in
any television film not elsewhere covered by this Basic
Agreement.

q. Total Writing Cost

Company shall not produce a television film based upon

material subject to this Basic Agreement the total
purchase and writing cost for which shall be less than the
applicable minimum compensation for narration, a story
and teleplay, or teleplay, as the case may be.

r. Pilot Scripts, Back-up Scripts and Spin-offs

(1) Pilot Script

A writer employed to write a pilot story or a pilot

story and teleplay shall receive for said pilot story
or pilot story and teleplay an amount equal to one
hundred fifty percent (150%) of the applicable
minimum initial basic compensation (including the
rates set forth in Article 13.B.7.d., where
applicable) set forth in this Article 13.B. for a pilot
story or pilot story and teleplay, but this provision
shall not be construed to increase said writer’s
rights or minimum compensation for any other
purpose under this Basic Agreement, such as, but
not limited to, reruns and theatrical uses.

If a writer was paid less than the amount set forth

herein by reason of the fact that Company did not
intend that the material would be used in a pilot at
the time the writer was engaged or material
acquired by the Company, but the Company
nevertheless actually exploits the television series
sequel rights to such material without making a
pilot, then such writer shall be paid the amount by
which the applicable pilot fee set forth above
exceeds the compensation originally paid to the
writer for such material.

(2) Back-up Script

A writer employed to write a back-up script shall

receive for said story and/or teleplay an amount
equal to one hundred fifteen percent (115%) of the
applicable minimum initial basic compensation
(including the rates set forth in Article 13.B.7.d., if
applicable) set forth in this Article 13.B. for a story
and/or teleplay, but this provision shall not be

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 construed to increase said writer’s minimum
compensation for any other purpose under this
Basic Agreement, such as, but not limited to,
reruns and theatrical uses.

(3) Spin-off

When the Company knows prior to engaging a

writer to write a story or story and teleplay for an
episode of a series that such episode is intended to
be used as a spin-off, the Company shall also
advise the writer at the time of the initial interview.
If Company does not have such knowledge but
thereafter broadcasts one or more programs in a
new television series based upon such episode,
then, if the initial compensation paid such writer
for such episode was less than one hundred fifty
percent (150%) of the WGA minimum initial basic
compensation therefor, Company shall pay writer
the difference between such one hundred fifty
percent (150%) and writer’s initial compensation,
but this provision shall not be construed to increase
the writer’s minimum basic compensation for any
other purposes under this Basic Agreement, such
as, but not limited to, reruns and theatrical use.
Such payment need not be made when the new
television series is based primarily on either a
public domain format or public domain character
or characters used in the spin-off episode.

s. Week-to-Week and Term Employment

(1) Company agrees that except as hereinafter

provided, all employment of writers shall be only
on a freelance (non-exclusive) basis, and such
employment shall be upon terms and conditions
which conform in principle to, and shall not be less
favorable than, the terms and provisions hereof.

(2) The Company may employ writers on a term

contract basis as follows:

Guaranteed Compensation Per Week

Overall
Weeks of 11/1/04 - 11/1/05- 11/1/06-
Term
Employment 10/31/05 10/31/06 10/31/07*
(a) 52 40 $2,724 $2,806 $2,890
(b) 26 20 2,980 3,069 3,161
(c) 14 14 3,231 3,328 3,428
(d) 6 6 3,477 3,581 3,688

*
See page 72.

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(e) In no event shall a writer employed on a
term basis receive less than the total
applicable minimum compensation, as set
forth in this Basic Agreement, to which
he/she would have been entitled had he/she
been employed on a freelance basis. At the
end of each guaranteed period of
employment on a term basis, Company shall
compute the aggregate minimum
compensation to which the writer would
have been entitled under this Basic
Agreement had he/she been employed on a
freelance basis to write the literary material
written by the writer during such period, and
shall deduct therefrom the total
compensation accruing to the writer during
such period, and will promptly pay to the
writer the excess, if any. Any dispute as to
the amount of compensation payable under
this subparagraph (e) may be submitted to
arbitration, as herein provided. All the
provisions of this Basic Agreement, to the
extent the same are applicable, shall apply to
such term employment, including but not
limited to the provisions relating to
additional compensation for reruns and
theatrical release, and the separation of
rights provisions.

(f) The suspension period provided in the

so-called “force majeure” clause of
employment agreements with writers
employed on a week-to-week basis or for a
definite term, who receive salary at the rate
set forth in subparagraph (d) above or less a
week, shall not exceed four (4) weeks;
provided, however, that Company shall have
the right to continue such suspension from
week to week, not exceeding six (6)
additional weeks, at one-half salary. If the
salary of any such writer shall be at the rate
of more than set forth in subparagraph (d)
above per week, such suspension period
shall not exceed eight (8) weeks. Nothing
herein contained shall be construed to
deprive the Company of its right to
terminate any such employment agreement
after the commencement of the suspension
period.

(g) For a partial workweek (defined as a

workweek consisting of less than six (6)
days work) following the guaranteed period

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 of employment, a writer shall be paid
one-fifth of his/her weekly compensation for
each day employed in such partial
workweek.

Such writer shall be paid one-fifth of weekly

compensation for each day worked at
Company’s direction in excess of five (5)
times the number of weeks worked.

(h) Such writer under a week-to-week

employment may write any literary material
covered hereunder; provided, however, if
such literary material amounts to a rewrite or
more, such writer shall be paid not less than
the minimum freelance compensation for
such literary material, computed as of the
end of his/her employment or as of the end
of each six (6) month period, whichever
occurs sooner. The compensation of a
week-to-week writer shall be the
compensation per week as set forth in
subparagraph (d) above.

(3) Notwithstanding the foregoing, the Company may

employ on a term contract basis a writer who has
not been previously employed as a writer under
any Guild MBA in television, theatrical motion
pictures or radio dramatic or comedic programs as
follows:

(a) An overall term of fourteen (14) consecutive

weeks with fourteen (14) weeks guaranteed
employment at a minimum compensation
equal to seventy-five percent (75%) of the
rate set forth in subparagraph (2)(c) above;
or

(b) An initial overall term of seven (7)

consecutive weeks with seven (7) weeks
guaranteed employment at a minimum
compensation equal to sixty percent (60%)
of the rate set forth in subparagraph (2)(d)
above plus, pursuant to option or agreement,
a second overall term of seven (7)
consecutive weeks with seven (7) weeks
guaranteed employment at a minimum
compensation equal to eighty percent (80%)
of the rate set forth in subparagraph (2)(d)
above.

(4) The Company may employ a writer on a

guaranteed episode basis. When such writer’s

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 initial guarantee is at least five (5) episodes, the
minimums provided in Article 13.B.7.s.(2)(a) - (c)
shall apply to such initial guarantee based on the
number of weeks such writer actually works.

8. Reading Time and Obligations of Freelance Writer Re

Revisions

a. Story

The Company shall have not more than fourteen (14)

days (including Sundays and holidays) after the writer’s
first submission of the story within which to make one
(1) request for revision of such story; provided that if,
after the writer has made the requested revision of the
story first submitted, the Company shall make a second
request for revision, such second revision shall be
incorporated in the teleplay; it being understood that the
Company shall not be entitled to more than two (2)
requests for revision of the story and not more than
fourteen (14) days shall elapse between the first
submission of the story and the commencement of the
preparation of the teleplay by the writer.

Company may have a second revision of story before

teleplay upon additional payment of one-half story
minimum, except when second revision of the story is
accomplished by execution in the teleplay. It is
understood this does not permit a new story.

Story revision time and obligations shall apply to

formats.

b. Teleplay

The Company shall have not more than fourteen (14)

days (including Sundays and holidays) after the writer’s
first submission of the material in teleplay form within
which to make one (1) request for revision of the
material; provided that if Company shall make such
request within seven (7) days (including Sundays and
holidays) after the first submission of the literary material
in teleplay form, Company shall be entitled to make a
second request for revision within seven (7) days
(including Sundays and holidays) after submission of the
teleplay as first revised. Neither revision permitted under
this subparagraph b. shall involve a substantial change in
the story line.

c. Teleplays Over 30 Minutes

With respect to films more than thirty (30) minutes in

length, the fourteen (14) day period mentioned in

- 110 -
 subparagraph b. shall be increased to twenty-one (21)
days and the first seven (7) day period mentioned in
subparagraph b. shall be increased to fourteen (14) days.

d. Writer’s Obligation

The writer shall be obligated to make revisions requested

by the Company in compliance with the foregoing
provisions.

e. Company’s Best Efforts

Company agrees to use its best efforts to read the

material submitted and call for any necessary revisions as
soon as possible after submission.

f. Writer Entitled to Script

The Company shall promptly, at the close of production,

provide the writer with two (2) copies of the revised final
shooting script.

g. Revisions in Pilot

The time limits referred to in subparagraphs a., b., and c.

shall be increased by seven (7) days for pilot stories and
teleplays whenever the writer is paid at least double
minimum compensation.

9. Time of Payment

Company will use its best efforts to pay to the writer the
applicable installment payment provided in Article 13.B.7.f.
within forty-eight (48) hours after delivery of the narrative
synopsis, story, first draft or final draft teleplay, as the case may
be, but in no event shall any such payment be made later than
seven (7) days after the delivery of such narrative synopsis,
story or first or final draft teleplay. Payment shall not be
contingent upon the acceptance or approval by the Company of
the literary material so delivered. Company shall include in
writer’s deal memorandum or personal service contract:

a. the place where and the name(s) and function of the

person(s) to whom delivery of such material is to be
made, and

b. the name(s) of the person(s) authorized to request

rewrites of such material.

Company shall give writer written notice of any change in the

name(s) of the person(s) to whom delivery is to be made and/or
the name(s) of the person(s) authorized to request rewrites.

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 The payment for the week shall be made on the Company’s
regular payday in the following week for writers employed on a
week-to-week or term basis.

Company will pay interest of one and one-half percent (1.5%)

per month when any payment due to the writer pursuant to this
Article 13.B. is due and not paid as provided herein. If the
Company has failed to make such payment because the
executed contract was not delivered by the writer to the
Company, then no such interest is due. If the contract is not so
delivered by the writer because of a dispute as to the terms of
the contract and the Company shall be held to be wrong, the
above-described interest payment shall be applicable.

10. Cut-Off

There shall be no right to cut-off in teleplay employment.

11. Script Annotations

If the Company is to require one or more script annotations, it

shall so inform the writer at the time of the negotiation of the
writing assignment, or option or acquisition of literary material,
unless from the nature of the project the Company’s need for
the annotation(s) is not reasonably known at the outset. In the
latter case, the Company shall inform the writer that an
annotation is needed when the Company knows, or reasonably
should have known, of it.

If the Company uses written guidelines or standards describing

the type of information to be included in an annotation for a
fact-based project or a project inspired by fact, such guidelines
or standards shall be furnished to the writer when the Company
first informs the writer that an annotation is needed.

12. Notice of Conditions Precedent

For long-form television projects, Company shall attach a cover

sheet to the document memorializing the agreement reached
between the Company and the writer which sets forth in
summary form all conditions precedent which must be satisfied
before writing services can commence. The terms of such
cover sheet shall not alter or vary the terms of the agreement
reached between the Company and the writer and, in any event,
the terms of the writer’s agreement shall prevail.

C. CLAIMED OVERPAYMENTS (See Article 11.A.9.)

D. PAYMENT PROCEDURES (GENERAL)

Company agrees to meet from time to time at the request of the Guild
with representatives of the Guild to review Company’s payment
procedures for the purpose of assuring timely payment of

- 112 -
compensation as provided in this Article 13. The AMPTP shall
cooperate with the Guild in obtaining compliance by the Companies
with the provisions of this Basic Agreement governing time of
payment. In addition, the AMPTP has issued a bulletin dated August
11, 1989 to Companies signatory to the 1988 MBA reminding them of
their obligations to make payment to writers within the time periods
set forth in Articles 13.A., 13.B., 15.A., 15.B. and 51 and advising
them of the interest charge of one and one-half percent (1.5%) per
month assessed on monies not paid timely as provided therein.

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ARTICLE 14 WRITERS ALSO EMPLOYED IN ADDITIONAL
CAPACITIES (TELEVISION)

A. DEFINITION

The parties acknowledge that it is customary in the television industry

to employ persons to render services as writers under the terms of this
Basic Agreement, and the same persons to render services in other
capacities which are not subject to this Basic Agreement. For the
purposes of this Article 14, a person employed as a writer (as defined
in Article 1.C.1.a. of this Basic Agreement) and also as an executive
producer, producer, associate producer or story editor (as such terms
are customarily used and understood in the television industry) is
referred to as a “writer also employed in additional capacities,” or
“such person” or “such writer.” Because of the difficulty of
ascertaining the amount, duration, nature and extent of the services
rendered by such person as a writer, and for the purpose of avoiding
disputes concerning those matters and concerning the extent of such
person’s contributions as a writer to the programs with respect to
which he/she renders his/her services, the parties agree that the
duration or term of such person’s employment as a writer in relation
to a particular series, during a particular production season, shall be
no less than the duration or term of his/her employment in the
additional capacity in relation to such series, during such production
season (except as provided in Paragraphs C. and I. of this Article 14),
and that such person shall be employed as a writer in relation to such
series, during such production season only in accordance with the
provisions of this Article 14.

B. CONTRACTS OF EMPLOYMENT

The contract of employment of a writer also employed in additional

capacities may cover both the employment as a writer and the
employment in additional capacities, or there may be a separate
contract covering the employment as a writer and a separate contract
covering the employment in additional capacities, provided that in the
latter case (i.e., when there are separate contracts) separate
compensation shall be provided for the services as a writer from the
services in additional capacities, and such separately stated
compensation for such person’s services as a writer shall not be less
than the appropriate minimum compensation for a writer also
employed in additional capacities as provided in Paragraph K. of this

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 Article 14. Similarly, when the employment as a writer and in
additional capacities is covered by the same contract, and the
compensation as a writer is segregated from the compensation for the
additional services, such compensation as a writer shall not be less
than the appropriate minimum compensation for a writer also
employed in additional capacities as provided in said Paragraph K.
When the contract of employment of a writer also employed in
additional capacities under such contract does not segregate his/her
compensation as a writer from his/her compensation for his/her
additional services, the Company shall have the right to allocate to
his/her services as a writer not less than the appropriate minimum
compensation for a writer also employed in additional capacities as
provided in said Paragraph K. Except as provided in the immediately
preceding sentence, none of the compensation due such person for
his/her services in a capacity or capacities other than as a writer shall
be offset or credited against any compensation due such person for
his/her services as a writer.

C. FORMS OF EMPLOYMENT

A writer also employed in additional capacities may be employed as a

writer only on a week-to-week or term basis, (which employment may
be exclusive), at no less than the appropriate minimum compensation
provided in Paragraph K. of this Article 14 and subject to all of the
provisions of this Basic Agreement; provided, however, that if the
Company employs two (2) such persons, then the Company may
employ other individuals (referred to in this Article 14 for
convenience as “additional writers”) as writers also employed in
additional capacities, in relation to the respective series, and such
additional writers may be employed as writers on a week-to-week,
term or freelance basis, and the duration or term of their employment
need not be coterminous with the duration or term of their
employment in additional capacities.

D. AMOUNT, NATURE AND EXTENT OF SERVICES

Because of the difficulty of determining the amount, nature and extent

of the services as a writer performed by a writer also employed in
additional capacities and his/her contribution as a writer to any
specific program of a series, it is agreed that, for the purposes of
Paragraph G. of this Article 14, such writer (other than the additional
writers referred to in Paragraph C. of this Article 14) shall be deemed
to have performed services as a writer on each program of the series
for which he/she is employed for which writing is done during the
respective production season; provided, however, that if the
employment of such writer has been suspended for cause, or
terminated for cause (and for this purpose, any termination of
employment of a writer employed on a week-to-week basis shall be
deemed to be termination for cause), the number of programs of the
respective series for which such writer shall be compensated pursuant
to said Paragraph G. shall be proportionately reduced. In the case of
suspension, the reduction shall be in the proportion that the length of
the suspension bears to the overall period of employment of such

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 writer during the respective production season; in the case of
termination, the reduction shall be in the proportion that the length of
the period from the date of termination to the completion of principal
photography of the series during such production season bears to the
period from the commencement of such person’s employment as a
writer during such production season to the date of completion of
principal photography of the series during such production season. If
such calculation results in a fraction, no payment shall be made with
respect to a fraction of less than fifty percent (50%), and full payment
of one (1) program fee shall be made with respect to a fraction of fifty
percent (50%) or more. An additional writer (as such is referred to in
Paragraph C. above) who is employed on a week-to-week, term or
freelance basis, need not be deemed to have performed services on
each program of the series for which he/she is employed, but shall be
entitled to a program fee (or to a share thereof) pursuant to Paragraph
G. for each program for which he/she did render writing services
during his/her employment. The Company shall notify the term or
week-to-week writer that he/she is an additional writer at the time of
his/her employment, or (as to a writer already employed) when he/she
is assigned as an additional writer.

E. 1. What Minimum Compensation Covers

All writing services rendered by a writer also employed in

additional capacities up to and including rewrites shall be
deemed to be compensated by the minimum compensation
provided for such writer pursuant to Paragraph K. of this
Article 14.

2. All formats, stories and teleplays written by such writers during

their employment as writers also employed in additional
capacities shall be separately compensated, without any offset,
credit or allocation of any kind against or by any other
compensation of any kind due said individual. Notwithstanding
the foregoing, with respect to any writer hereunder who is
guaranteed compensation of at least one hundred thousand
dollars ($100,000.00) for up to fifty-two (52) weeks of
employment for both writing and non-writing services, the
Company shall have the right to credit such compensation
freely against the compensation which otherwise would be due
to said writer for the writing of any literary material during such
employment (but not against residuals or the program fees
provided for in Paragraph G. below) or for non-writing
services. In the event of such crediting, the applicable
minimum compensation for writing services set forth in
Paragraph K. below shall be credited at no less than one
hundred ten percent (110%) thereof, and the compensation for
the writing of stories and teleplays for non-pilot one-time
programs ninety (90) minutes or longer shall be credited at no
less than one hundred fifty percent (150%) of the applicable
minimum therefor (but this provision shall not be construed to
increase the writer’s compensation for any other purpose under
this Basic Agreement, such as, but not limited to reruns and

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 theatrical uses). In such event, the base amount upon which the
Company shall compute Health contributions with respect to
such employment shall be two hundred fifty thousand dollars
($250,000.00) and the base amount upon which the Company
shall compute Pension contributions shall be two hundred two
thousand dollars ($202,000.00). If the period of guaranteed
employment is longer than fifty-two (52) weeks, the applicable
base amount for computation of contributions referred to above
shall be increased proportionately. If the period of guaranteed
employment is shorter than fifty-two (52) weeks, the applicable
base amount for computation of contributions shall be
decreased proportionately. As to contracts in effect on March
1, 1985, the Company may elect to pay pension and health
contributions according to the formula set forth above or
according to the formula in the 1981 MBA.

3. Writers Not Considered to be “Writers Also Employed in

Additional Capacities”

In any case in which a writer is employed to write one or more

formats, stories or teleplays, or any combination (with or
without options) of formats, stories or teleplays, on a freelance
basis, concurrently with his/her employment as a producer,
executive producer, associate producer or story editor, and
whether or not such freelance employment is entered into at the
same time as he/she enters into his/her employment in such
other capacity or at a different time or times, such person shall
not, by reason of such freelance employment, be deemed to be a
“writer also employed in additional capacities” for any of the
purposes of this Article 14, and this Article 14 shall in no way
apply to such employment, notwithstanding anything to the
contrary in this Article 14.

F. 1. Becoming a “Writer Also Employed in Additional

Capacities” After Initial Employment

If an individual is initially employed as an executive producer,

producer, associate producer or story editor, but not as a writer,
so that at the time of such employment such individual is not a
“writer also employed in additional capacities” as defined in
Paragraph A. of this Article 14, but if, during such employment,
such individual, with the knowledge and consent of the
Company, performs services as a writer for the series for which
he/she is employed in such additional capacity, such individual
shall, from the time he/she starts to perform such services as a
writer, be deemed to be employed as a “writer also employed in
additional capacities” for the purposes of this Article 14, except
that: (a) if such writing services are limited to those described
in subparagraphs (a) to (h), inclusive, of Article 1.C.1.a. of this
Basic Agreement and to those described in subparagraph E.3. of
this Article 14; or (b) if such person is not a “writer,” by reason
of the provisions of the third paragraph of said Article 1.C.1.a.
(immediately following said subparagraph (h)) and such writing

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 does not qualify him/her as a “writer,” then in any of said
excepted cases, such employment of such individual shall not
be subject to this Paragraph F. With respect to contracts in
existence on the date of execution of this Agreement, providing
for employment as an executive producer, producer, associate
producer or story editor, but not for employment as a writer,
and which do not contain an express provision that the
employee shall not render services as a writer, or is not
employed to render services as a writer, such contracts shall be
deemed to include such a provision for the purposes of this
Paragraph F., if the Company serves written notice on such
person to the effect that such person shall not render services as
a writer (other than the excepted services referred to above in
this subparagraph 1. and in subparagraph E.3. of this Article
14).

2. Duration of Services

A person who becomes a writer also employed in additional

capacities pursuant to subparagraph 1. of this Paragraph F. shall
continue to be employed as a writer in connection with the
respective series on a term contract basis for a period
coterminous with the remainder of the duration or term of
his/her employment in the other capacity or capacities in
relation to such series during the respective production season
or until the completion of principal photography of all programs
of such series produced during such production season,
whichever is the earlier, subject to the following provisions of
this Paragraph F. and to the provisions of Paragraph I. of this
Article 14. In such case, the Company shall have the right to
allocate to his/her services as a writer no less than the
appropriate minimum compensation for a writer also employed
in additional capacities as provided in Paragraph K. of this
Article 14.

3. Notwithstanding anything to the contrary in this Paragraph F., if

such person is an “additional writer,” as defined in Paragraph C.
of this Article 14, then such person shall be deemed to be
employed as a writer and also in additional capacities, pursuant
to this Paragraph F., only during the period during which he/she
performs services as a writer, and such employment may be on
a week-to-week, term or freelance basis.

4. Substitute Writer

Any writer employed on a term basis pursuant to this Paragraph

F. may be replaced by the Company with another writer at any
time during such term, provided that:

a. the substitute writer may not be replaced during the term

of his/her employment as a writer during the respective
production season, except for cause;

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 b. the rate of compensation payable to such substitute writer
for writing shall be no less than the appropriate minimum
rate of compensation provided for in Paragraph K. of this
Article 14, or the rate paid to the replaced writer for
writing, whichever is higher;

c. the term of employment of the substitute writer shall be

no less than the remainder of the term of employment of
the replaced writer during the respective production
season.

Subparagraph a. of this subparagraph 4. is to be interpreted as

meaning that the Company shall pay the writer’s compensation
but shall not be obligated to use such writer’s services as a
writer, and may employ other writers to perform such services.
This subparagraph 4. does not apply to any “additional writer”
referred to in subparagraph 3. of this Paragraph F.

5. The Company specifically represents to the Guild that it is not

the intention of the Company to use any of the provisions of
this Article 14 in such manner as to evade the purpose and
intent of this Article 14. Specifically, the Company expressly
represents that it is not its intention to, and agrees that it will
not, use the provisions of subparagraphs E.3. or F.1. for the
purpose of avoiding its obligations under this Article 14
regarding the coterminous employment of a writer also
employed in additional capacities. Accordingly, when a person
is employed as an executive producer, producer, associate
producer or story editor with no intention that such person is to
perform services as a writer, including rewrites and polishes
(other than the excepted writing services referred to in
subparagraphs E.3. and F.1. of this Article 14), and provided
that his/her contract of employment for such other capacity or
capacities provides that such person shall not render services as
a writer, or is not employed to render services as a writer (other
than the excepted writing services referred to in subparagraphs
E.3. and F.1.):

a. If such person, without the Company’s knowledge and

consent, nevertheless does perform services as a writer
on the series for which he/she is employed in the other
capacity or capacities (other than the excepted writing
services referred to in subparagraphs E.3. and F.1.), then
promptly after the Company or the Guild becomes aware
of that fact, it shall notify the other party, and said parties
shall jointly and cooperatively take appropriate steps
designed to prevent such person from further performing
unauthorized writing services. If the Guild believes that
the Company knows of and condones such person’s
unauthorized writing, or that it was originally the intent
of the Company and its employee to evade the provisions
of this Article 14, the Guild may bring the matter to
arbitration (but not to grievance) pursuant to Articles 10

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 and 11 of this Basic Agreement. If the arbitrator rules in
favor of the Guild, the arbitrator shall have the power to
make a monetary award to the Guild, no part of which
shall be paid or otherwise applied to the benefit of the
writer, directly or indirectly. In determining the amount
of such award, if any is granted, the arbitrator may
consider, among other things, the amount of the
minimum compensation which would have been paid to
such writer had he/she initially been employed for the
particular series during the particular production season
as a writer and in additional capacities pursuant to this
Article 14.

b. If such person, with the Company’s knowledge and

consent (and the fact of said knowledge or consent is not
disputed by the Company), nevertheless does any
rewriting or polishing, then such person shall be deemed
to be a term writer pursuant to Article 14.B. retroactively
from the commencement of his/her employment by the
Company on the particular series during the respective
production season.

c. If his/her contract of employment does not include a

provision that such person shall not render services as a
writer, or is not employed to render services as a writer
(other than the excepted writing services referred to in
subparagraphs E.3. and F.1.), and if such person
nevertheless does any rewriting or polishing, then such
person shall be deemed to be a term writer pursuant to
Article 14.B. retroactively from the commencement of
his/her employment by the Company on the particular
series during the respective production season.

G. PROGRAM FEES

Each person whose employment as a writer is governed by this Article

14, whether such employment is on a week-to-week, term or freelance
basis (including the “additional writers” defined in Paragraph C. of
this Article 14), shall be paid a program fee for each program of a
series produced for network prime time exhibition, for which such
writer performed services as a writer pursuant to this Article 14 (or is
deemed to have performed services as a writer, as provided in
Paragraph D. of this Article 14), in the following amount:

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 EFFECTIVE
PROGRAM FEES 11/1/04 - 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
30 minute program $ 796 $ 814 $ 832
60 minute program 1,056 1,080 1,104
90-minute program or longer 1,321 1,351 1,381

Provided, however, that in no event for a particular program need the

Company pay total program fees in an amount which exceeds three
(3) times the applicable rate. If more than three (3) writers (a team is
deemed to be one (1) writer) are entitled to receive program fees for
the same program, a total sum of three (3) times the applicable rate
shall be divided equally among them. Program fees may not be
prepaid nor may they be offset or credited against or by any other
compensation of any kind due the respective writers and must be paid
not later than the first regular payroll date following completion of
principal photography of the respective program. Program fees shall
not be included in “applicable minimum compensation” for the
purposes of Article 15.B. of this Basic Agreement, but shall be
included in “initial compensation” for the purposes of Article 17 of
this Basic Agreement.

H. SUSPENSION, TERMINATION AND/OR OFFSET

Nothing in this Article 14 shall be interpreted as precluding the

Company from exercising rights of suspension for cause or
termination for cause under individual employment contracts, nor
from exercising rights of offset, if any, in relation to an indebtedness
of the writer to the Company pursuant to law, subject, however, to the
provisions of Article 11.A.9. of this Basic Agreement.

I. HIATUS PERIODS

For the purposes of this Paragraph I., the following periods will be
referred to as “writing hiatus” periods:

1. With respect to a writer also employed in additional capacities

(except one who becomes such a writer pursuant to Paragraph
F. of this Article 14 and except a story editor), the period
between the date of commencement of his/her employment in a
particular production season until the occurrence of the earliest
of the following:

a. Services as a writer are performed by any writer on the

respective series during such production season;

b. A commitment is made with a writer (other than as a

writer also employed in additional capacities) for such
series during such production season;

*
See page 72.

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 c. A story conference is held with a writer for such series
during such production season;

d. Principal photography of a program of such series is

started during such production season; and the period
following the completion of principal photography of the
last program of such series produced during such
production season until the termination of such person’s
employment during such production season.

2. With respect to a writer also employed in additional capacities

(including one so employed pursuant to Paragraph F. of this
Article 14, but not including a story editor), if in a particular
production season principal photography of all of the programs
of the respective series theretofore ordered by the network has
been completed, the period between such date of completion
until the occurrence of the earliest of the following after the
start of such period:

a. Services as a writer are performed by any writer on the

respective series during such production season;

b. A commitment is made with a writer (other than as a

writer also employed in additional capacities) for such
series during such production season;

c. A story conference is held with a writer for such series

during such production season;

d. Principal photography of a program of such series is

started during such production season, provided that such
period continues for at least fourteen (14) consecutive
days.

The Company may suspend the employment of such person as a

writer during any writer hiatus period, both as to services as a writer
and compensation as a writer; provided, however, that such person’s
overall compensation shall be allocated or re-allocated by the
Company so that there shall be no reduction in the overall
compensation of such person by reason of such suspension, and
provided further that the re-allocated payments are subject to
contributions to an industry pension plan.

J. For the purposes of this Article 14, one-time programs including but
not limited to a movie-of-the-week, and development deals for
specific television programs, shall each, separately, be considered to
be a “series,” and the employment of an individual as a writer and in
additional capacities for such a show or deal shall be governed by this
Article 14; the writer also employed in additional capacities on such
show or program shall receive the program fee regardless of whether
such writer receives or shares in a “Written by” credit. Payment of
the program fee for such show or program shall not be payable before
the screen authorship credits are finally determined. If there are one

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 or more periods of suspension of writing services between the various
steps of a development deal or of a project for a show (for example,
between format and screenplay, or between teleplay and production),
the employment as a writer of the individual employed as a writer and
in other capacities may be suspended as to services and compensation
during such periods of suspension.

K. MINIMUM COMPENSATION

The minimum compensation for week-to-week and term employment

for writers also employed in additional capacities shall be the
following:

RATE PER WEEK

11/1/04 - 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
1. Week-to-week & term employment
$6,484 $6,679 $6,879
up to and including 9 weeks
2. Term employment 10 weeks through
5,404 5,566 5,733
19 weeks
3. Term employment 20 weeks or over 4,860 5,006 5,156

The Company may employ a writer on a guaranteed episode basis.

When such writer’s initial guarantee is at least five (5) episodes, the
minimums provided in Article 14.K.2. or 3. shall apply to such initial
guarantee based on the number of weeks such writer actually works.

L. 1. Submission of Contracts to Guild

When the employment of a writer also employed in additional

capacities is covered by a single contract, a copy of the entire
contract shall be submitted to the Guild as provided in Article
19.C.1. of this Basic Agreement. When such employment is
covered by separate contracts, the Company shall, concurrently
with the delivery to the Guild of a copy of the writer’s
employment contract pursuant to said Article 19.C.1., deliver to
the Guild a copy of those provisions of the contract governing
the additional services which define or specify the term of
employment.

2. Weekly Work Lists

The weekly list provided for in Article 3.A.1. of this Basic

Agreement shall indicate the type of employment as a writer
(week-to-week, term or freelance), the series for which the
person is employed as a writer, whether the writer is also
employed in additional capacities and, if so, in what additional
capacities. Such list shall also include the names of persons, if
any, who perform services as writers during the respective week
(other than services described in subparagraphs (a) to (h),

*
See page 72.

- 122 -
 inclusive, of Article 1.C.1. of this Basic Agreement), but who
are not “writers” because of the provisions of the third
paragraph of said Article 1.C.1.a. (immediately following
subparagraphs (a) through (h)). If such a person is included, the
list shall state that he/she is excepted as a “writer” pursuant to
Article 1.C.1.a. of this Basic Agreement. Apart from the mere
listing of names, as required by Article 3.A.1., any information
once given in the report pursuant to this subparagraph L.2. need
not be repeated in subsequent reports unless there is a change in
the information previously given.

M. BETTER TERMS

Nothing contained in this Article 14, including the rights of the

Company to allocate compensation and to terminate or suspend
employment as a writer as above set forth, shall prevent any such
writer from negotiating and contracting with the Company for better
terms for the benefit of such writer than are provided in this Article
14. Only the Guild shall have the right to waive any of the provisions
of this Article 14 on behalf of or with respect to such writer.

ARTICLE 15 TELEVISION EXHIBITION

A. THEATRICAL

1. Pre-1960 Motion Pictures

As to all motion pictures, the principal photography of which

commenced prior to June 13, 1960, the Guild agrees that it does
not and will not, either during the term of this Basic Agreement
or at any time thereafter, make any claim for compensation for
or with respect to the exhibition of such motion pictures on
television.

2. The provisions of this subparagraph 2. relate and apply only to

theatrical motion pictures as defined in Article 1.A.2.:

a. produced by the Company or within the provisions of

subparagraph 3.h.(1) of this Article 15.A.; and

b. the principal photography of which commenced on or

after November 1, 2004, which motion pictures are,
either during the term hereof or at any time thereafter,
released to free television; and

c. based upon a story or screenplay written by writer while

in the employ of the Company or in the employ of the
actual producing Company as described in subparagraph
3.h.(4) of this Article 15.A. (to which employment the
provisions of this Basic Agreement apply as provided in
Article 5 hereof) or acquired by the Company (or such
actual producing Company) from a professional writer

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 (to which acquisition the provisions of this Basic
Agreement apply as provided in Article 5 hereof), which
writer or professional writer receives screen credit for the
authorship of such story or screenplay, as provided in
Theatrical Schedule A.

3. Payment

As to each such theatrical motion picture referred to in

subparagraph 2. above (herein sometimes called "Such
Picture"), except as provided in Article 64, the Company will
pay to each participating writer (as such term is hereinafter
defined) as additional compensation, a pro rata share of two
percent (2%) (hereinafter referred to as the "percentage
payment") of the Company's accountable receipts from the
distribution of Such Picture on free television, computed as
hereinafter provided and subject to the following conditions:

a. The term "Producer's gross," as used herein, means the

worldwide total gross receipts derived by the distributor
of Such Picture (who may be the Company or a
distributor licensed by the Company) from licensing the
right to exhibit Such Picture on free television; provided,
however, that in the case of any Such Picture which is
produced outside of the United States, if Such Picture is
subject to this Basic Agreement and if such production is
under an arrangement (herein referred to as a "foreign
production deal") pursuant to which a foreign producer or
distributor provides or guarantees any of the financing
for the production of Such Picture or furnishes any other
consideration for such production and a foreign
distributor acquires one or more foreign territories for the
distribution of Such Picture on free television, then no
monies from any such distribution in any such foreign
territory shall be included in Producer's gross except to
the extent such foreign producer or foreign distributor is
obligated to account to Company or to the distributor of
Such Picture for such monies, and except for gross
receipts received by such foreign distributor from such
distribution in the United Kingdom.

If the distributor of Such Picture does not distribute Such

Picture directly to free television, but employs a
subdistributor to so distribute Such Picture, then the
"Producer's gross" shall be the worldwide total gross
receipts derived by such subdistributor from licensing the
right to exhibit Such Picture on free television. In case of
an outright sale of the free television distribution rights
for the entire world, or any territory or country, the
income derived by the seller from such sale, but not the
income realized by the purchaser or licensee of such
rights, shall be the "Producer's gross." If any such
outright sale shall include free television exhibition rights

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and other rights, then (but only for the purpose of the
computation required hereunder) the Company shall
allocate to the free television exhibition rights a fair and
reasonable portion of the sales price which shall, for the
purpose hereof, be the "Producer's gross." In reaching
such determination, Company may consider the current
market value of free television exhibition rights in
comparable motion pictures.

If the Guild shall contend that the amount so allocated

was not fair and reasonable, such claim may be
determined by submission to arbitration as herein
provided. If the arbitrator shall find that such allocation
was not reasonable and fair, he/she shall determine the
fair and reasonable amount to be so allocated. If the
outright sale includes free television distribution rights to
more than one motion picture, Company shall likewise
allocate to each Such Picture a fair and reasonable
portion of the sales price of the free television rights. If
the Guild contends that such allocation is not fair and
reasonable, the question may be determined by
submission to arbitration as above provided. If the
arbitrator shall find that such allocation was not fair and
reasonable, he/she shall determine the fair and reasonable
amount to be so allocated to each Such Picture. Nothing
with respect to the price received on the outright sale of
only free television distribution rights in a single Such
Picture shall be subject to arbitration except that in the
event of a dispute, there may be arbitrated the question of
whether the price reported by the Company to the Guild
as having been received by the Company on such
outright sale is less than the amount actually received by
the Company on such outright sale. Sums paid to any
advertising agency in connection with any exhibition of
any Such Picture on free television shall not be included
in Producer's gross.

Guild's right to elect. The parties further agree with

reference to Article 15.A.3.: If, in the upcoming
negotiations with SAG and DGA, the Company agrees to
modify the basic substantive provisions regarding
licensing of theatrical motion pictures for exhibition on
free television, Company will so notify the Guild and
accord it the opportunity to elect that this subparagraph
be modified in the same manner, as of the date on which
the Guild so notifies the Company. Adjustments which
statistically maintain the relative allocations of proceeds
derived from post-1960 theatrical motion pictures
licensed to television among SAG, DGA and WGA as
established in 1960 (i.e., the ratio of 6, 2 and 2 of
accountable receipts, respectively) will not activate this
provision, but an increase in the relative allocations to
SAG or DGA in such proceeds will activate this

- 125 -
 provision, with any such increase to be accorded
proportionately to WGA. Upon request, the Guild shall
be provided with the statistics upon which the
adjustments have been made, and the Guild's right to
activate this provision shall be arbitrable. The Guild
shall give notice of its election within sixty (60) days
after receipt of the Company's notice or after being
provided with the statistics referred to, whichever is later.
The election shall be limited to accepting the entire
agreement reached with SAG or DGA on licensing
theatrical motion pictures for exhibition on free
television, and only such entire agreement, but with
appropriate equivalent adjustment for writers for
provisions peculiar to actors or directors, as the case may
be.

b. "Accountable Receipts"

The term "accountable receipts," as used herein, means

the balance of the Producer's gross after deducting an
arbitrary forty percent (40%) of the Producer's gross for
distribution fees and expenses, except that in the case of
an outright sale of free television distribution rights, there
shall be deducted only an arbitrary ten percent (10%) of
the Producer's gross for sales commissions and expenses
of sale.

c. When Payment Obligation Accrues

Company's obligation shall accrue hereunder only after

accountable receipts are received by Company, but as to
foreign receipts such obligation shall accrue only when
such receipts can be freely converted to U.S. dollars and
are remitted to the United States and until such time, no
frozen foreign receipts shall be included in accountable
receipts. Payment of amounts accruing hereunder shall
be made quarterly on the basis of quarterly statements, as
hereinafter provided. Upon request, and if permitted by
the authorities of a foreign country, the Company will
transfer to any writer, in the currency of such foreign
country, his/her share, if any, of frozen foreign receipts in
such country, provided the writer will bear any costs
involved; and such transfer shall be deemed to be
payment to the writer of an equivalent number of U.S.
dollars at the then current free market rate for blocked
funds of that category as determined by the Company.
Concurrently with such transfer, the writer will pay to the
Company in U.S. dollars the total amount the Company
is required to withhold from such payment under all
applicable laws. If the Company utilizes frozen foreign
currencies derived from exhibition of Such Picture on
free television by conversion thereof to properties that
may be freely exported and turned to account, the amount

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so utilized by the Company shall be deemed to have been
converted to U.S. dollars at the then current free market
rate for blocked funds of that category determined as
above provided. Frozen foreign receipts from free
television shall be deemed to be released on a first-in,
first-out basis, unless the authorities of the foreign
country involved designate a specific period that would
render such basis inapplicable. Such released funds shall
be allocated between Such Picture and other motion
pictures distributed by the distributor on free television in
the same ratio that receipts, derived from the distribution
of Such Picture on free television within the foreign
country, bear to the total receipts derived from the
distribution of Such Picture and all other motion pictures
on free television within the foreign country, during the
applicable period, unless the authorities of the foreign
country involved require another method of allocation, in
which case such other method shall be used. Foreign
receipts shall be accounted for in U.S. dollars at the rate
of exchange at which such receipts are actually converted
and remitted, and should any discounts, taxes, duties or
charges be imposed in connection with the receipt or
remittance of foreign funds, only so much of such funds
as remains thereafter shall be included in accountable
receipts. Company shall not be responsible for loss or
diminution of foreign receipts as a result of any matter or
thing not reasonably within the control of the Company.
The Guild and the writers shall be bound by any
arrangements made in good faith by the Company or for
its account, with respect to the deposit or remittance of
foreign revenue. Frozen foreign receipts shall not be
considered trust funds and the Company may freely
commingle the same with other funds of the Company.
No sums received by way of deposits or security need be
included in Producer's gross until earned, but when the
Company is paid a non-returnable advance by a
distributor, such advance shall be included in the
Producer's gross.

A "non-returnable advance" is to be included in

"accountable receipts" when Such Picture is "available"
and "identifiable" and the amount of the advance
payment is "ascertainable."

Such Picture is "available" when the first of the following

occurs:

(1) The product first may be exhibited or otherwise

exploited by a specified method of distribution and
in a territory under the terms of the applicable
license or distribution agreement, or

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 (2) It first may be sold or rented by a retailer under the
terms of the applicable license or distribution
agreement.

Such Picture is "identifiable" when the Company first

knows or reasonably should have known that a given
motion picture is covered by a particular license or
distribution agreement for its exploitation in the
applicable market.

The amount of the advance payment is "ascertainable" if:

(1) the advance is for one (1) motion picture, means of

exhibition, and territory, or

(2) the total amount of the advance is for more than

one (1) motion picture, means of exhibition and/or
territory, in which case the Company shall fairly
and reasonably allocate such advance among the
licensed motion pictures, exhibition markets and/or
territorial markets. As each of these pictures
becomes identifiable and available, the allocated
portion of the non-returnable advance is to be
included in "Producer's gross" for that quarter.
The Company shall notify the Guild of its
allocation when the report of "Producer's gross,"
which includes the advance, is to be filed. The
Guild has the right to challenge in an MBA
arbitration a failure to allocate or any allocation
that it contends is not fair and reasonable.

If Such Picture is available in any territory or by any

means of exhibition, and is identifiable and the amount of
the advance is ascertainable, but the Company does not
provide the WGA with the information required by the
MBA and applicable law, then the advance shall be
deemed includable in "accountable receipts" no later than
six (6) months after the Company receives it.

An advance received by a Company's parent, subsidiary

or any other related or affiliated entity or successor-in-
interest, or by any other entity to which the advance
payment is directed by the Company or license or
distribution agreement, shall be considered as an advance
payment received by the Company.

d. If any license or outright sale of exhibition rights to Such

Picture on free television includes as a part thereof any
recorded commercial or advertising material, the
Company shall be permitted to allocate a reasonable
amount (in accordance with then current standard charges
in the industry) to such commercial or advertising

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 material, and the amount so allocated shall not be
included in Producer's gross hereunder.

e. The term "participating writer," as used herein, means a

writer who, while in the employ of the Company or in the
employ of the actual producing Company of Such Picture
as described in subparagraph 3.h.(1) below (to which
employment the provisions of this Basic Agreement
apply), or a professional writer from whom the Company
(or such actual producer) acquired literary material (to
which acquisition the provisions of this Basic Agreement
apply), participated in the writing of and received credit
pursuant to Theatrical Schedule A hereof for the writing
of the story or screenplay upon which Such Picture was
based. If Such Picture is a remake of a prior motion
picture, and if any of the writers of the prior motion
picture receives writing credit for the remake, such
writers shall be deemed to be "participating writers" for
the purposes of this Article 15.A., but then only if their
employment as writers for the prior motion picture, or if
the purchase of literary material from them for the prior
motion picture, was covered by and subject to a
collective bargaining agreement with the Guild.

The "pro rata share" payable to each participating writer

shall be as follows:

(1) If the participating writer or writers receive

"Written by" credit, one hundred percent (100%)
thereof shall be payable to the credited writer or
writers receiving "Written by" credit.

(2) If the participating writer or writers receive either

story or screen story credit, or screenplay credit,
but not both, one hundred percent (100%) thereof
shall be payable to the credited participating writer
or writers receiving story or screen story, or
screenplay credit, as the case may be; provided,
however, that if the individual employment
contract or purchase agreement with the other
writer(s) (i.e., those who are not subject to this
Basic Agreement) provides for payment to such
writer or writers of the additional compensation
provided for in this Article 15.A., such writer or
writers shall receive the share which would have
been payable had such writer or writers been
participating writers, as provided in subparagraph
(3) below.

(3) If the participating writer or writers receive both

"Story by" or "Screen Story by" and screenplay
credit, seventy-five percent (75%) thereof shall be
payable to the credited screenplay writer or

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 writers, and twenty-five percent (25%) thereof to
the credited story or screen story writer or writers.
In the event there is a minor credit, such as
adaptation, the writer or writers receiving such
minor credit shall be paid ten percent (10%)
thereof which sum shall be deducted from the
screenplay writer's share.

Any participating writers receiving the same

screen credit referred to above shall share equally
in such percentage amount specified.

If there are one or more participating writers who

receive screenplay credit and no credit is given for
story or screen story, then the pro rata share which
would have been payable to a participating writer
had he/she received such story or screen story
credit shall, subject to the provisions of the next
following paragraph, be paid to the participating
writers who receive such screenplay credit. The
provisions of the immediately preceding sentence
shall also apply with respect to the determination
under the Producer-Writers Guild Theatrical Basic
Agreements of 1960, 1963, 1970 and 1973 of "pro
rata shares" payable to participating writers as
therein defined.

If the writer's services on Such Picture are

performed for the Company on a loan-out basis,
then for the purposes of this Article 15.A., the
Company shall be deemed to be the employer, and
the lender shall not have any responsibility
hereunder with respect to Such Picture.

f. Time and Manner of Payment

If the picture is licensed for network exhibition, payment

with respect to the gross receipts from such license shall
be made as follows:

(1) If, under the terms of the license, there is no

possibility that the picture can or may be dropped
out of the license, payment must be made within
thirty (30) days after receipt of payment from the
network with respect to Such Picture.

(2) If there is a possibility that Such Picture can or

may be dropped out of such license, then payment
with respect to Such Picture shall be made within
thirty (30) days after exhibition of Such Picture on
television pursuant to such license, but not earlier
than thirty (30) days after receipt of payment from
the network with respect to Such Picture.

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Payment shall be accompanied with a written report of
the license fee payable for Such Picture pursuant to the
license and of the amount paid by the network for Such
Picture.

With respect to exhibition of the picture on free

television other than pursuant to a license for network
exhibition, the following provisions of this subparagraph
f. shall apply:

Within a reasonable time after the expiration of

each calendar or fiscal quarter, but not exceeding
sixty (60) days, Company will furnish or cause to
be furnished to the Guild a written report showing
the Producer's gross during the preceding quarter
from the distribution of each Such Picture by
Company on free television with respect to which
Company is required to make payments hereunder
(whether distributed by the Company or through
another distributor).

Concurrently with the furnishing of each such

report, the Company will make the payments
shown to be due by such report. All payments
shall be made by check payable to the order of the
writers entitled thereto, and shall be delivered to
the Guild for forwarding to such writers, and
compliance herewith shall constitute payment to
the writers.

No such reports need be furnished with respect to

any period during which there was no such
Producer's gross. The Company shall make
available for inspection by the Guild all
distributor's statements and exhibitor's statements
which are available to the Company insofar as they
relate to such Producer's gross, and all the financial
terms of contracts pertaining to such Producer's
gross, and the Guild shall have the right, at
reasonable times, to examine the books and
records of the Company as to such Producer's
gross pertaining to such distribution of any Such
Picture, at whatever place or places such records
are customarily kept by the Company. If the Guild
requests that it be informed of the license fee paid
under a license for the free television exhibition of
the picture, or if the Guild requests that it be sent
an extract of the financial terms of such a license,
and if such information is not extensive in nature,
the Company will forward such information or
extract without making it necessary for the Guild
to send a representative to the offices of the
Company. In general, the Company will cooperate

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 in furnishing such information to the Guild by mail
or telephone, when doing so is not unreasonable or
burdensome. If more than one picture is licensed
in a single license agreement, the Company shall
inform the Guild, at its request, of the identity of
the pictures covered by the license, and shall make
available for inspection by the Guild in the office
where such license agreement is customarily kept a
copy of the terms of such license showing the titles
of the pictures licensed under such agreement and
the license fee for each Such Picture. Company
agrees to cooperate in responding to reasonable
inquiries from the Guild as to whether any Such
Picture is currently being distributed for telecasting
on free television. An inadvertent failure to
comply with the reporting provisions of this
subparagraph f. shall not constitute a default by the
Company hereunder, provided such failure is cured
promptly after notice thereof from the Guild is
received by the Company.

Company shall make all social security, withholding,

unemployment insurance, and disability insurance
payments required by law with respect to the additional
compensation provided for in this Article 15.A.

If the Company shall fail to make any payment provided

for in this Article 15.A. to be made to the writer when
and as the same becomes due and payable, it shall bear
interest at the rate of one and one-half percent (1.5%) per
month on the unpaid balance thereof commencing to
accrue on the earlier of: (a) seven (7) days after notice in
writing to Company from the Guild of such delinquency,
or (b) sixty (60) days after such payment becomes due
and payable.

The compensation payable under this Article 15.A. shall

be excluded from the gross compensation upon which
Company contributions are to be made to the Pension
Plan.

g. Crediting

If a participating writer's employment agreement with the

Company requires that the writer's compensation shall be
based, in whole or in part, upon, or measured by, a
percentage of the gross receipts derived from the
distribution of Such Picture, then such percentage
compensation shall be credited against any amounts
payable to the writer hereunder, and likewise any
payment due to the writer hereunder shall be credited
against such percentage compensation. When all or a
part of a writer's compensation is a specified sum of

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 money, commonly known and referred to as a
"deferment," such deferment may not be credited against
amounts payable by the Company to such writer
hereunder.

h. With respect to all Such Pictures, the following

provisions shall be applicable:

(1) Acquisition of Title by Company:

If Company was not the actual producer of Such

Picture which was produced by a signatory
Company, but acquired title thereto by purchase,
assignment, transfer, voluntary or involuntary, or
by foreclosure of a chattel mortgage or security
agreement or a pledgee's sale, Company shall
nevertheless be obligated to make the payments
herein provided when Such Picture is exhibited on
free television, unless such payment required
hereunder has already been paid.

(2) Financing-Distribution Agreement by Company:

The obligation of the signatory Company

hereunder with respect to the payments provided
for in this Article 15.A. shall also apply to any
Such Pictures produced by an independent
producer under a contract between the signatory
Company and such independent producer for the
production of such motion picture, and for the
financing and distribution thereof by the signatory
Company. However, such signatory Company
shall not be liable for the payment of any television
fees based on monies received by a foreign
distributor under a foreign production deal as
defined in subparagraph a. of this subparagraph 3.,
with respect to which such foreign distributor or
such independent producer is not obligated to
account to such signatory Company. Nor shall
such signatory Company be obligated to obtain
any Television Distributor's Assumption
Agreement from any foreign distributor referred to
in subparagraph a. of this subparagraph 3. except if
such foreign distributor is obligated to account to
such signatory Company pursuant to subparagraph
a. of this subparagraph 3. with respect to monies as
therein provided.

(3) Company Liability:

It is expressly understood and agreed that

Company shall in all events remain bound
hereunder to make the payments due by reason of

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 the exhibition of each Such Picture on free
television, irrespective of the assumption of such
liability by any other person, firm or company as
hereinabove provided, except as otherwise
expressly provided in this Basic Agreement.

(4) Failure to Deliver Assumption Agreement:

The failure of Company to obtain and deliver an

executed assumption agreement as provided in
Article 65.A. or subparagraph i. of this Article
15.A.3. shall be deemed a substantial breach of this
Basic Agreement.

i. If the Company shall sell, transfer, assign or otherwise

dispose of its rights in any literary material (to which the
provisions of Article 15.A.3., 47 and 65 of this Basic
Agreement apply, or may apply) prior to the production
of a motion picture based thereon, to any person or
company (hereinafter referred to as the "Buyer") other
than a person or company with headquarters outside the
United States, the Company shall obtain from the Buyer a
separate agreement in substantially the following form:

"LITERARY MATERIAL ASSUMPTION

AGREEMENT

(hereinafter referred to as the 'Buyer')

agrees with
(Company)
that the story, screenplay or story and screenplay covered
by this agreement is subject to the 2004 Writers Guild of
America–Alliance of Motion Picture & Television
Producers Theatrical and Television Basic Agreement
(herein the 'Basic Agreement') and particularly to the
provisions of Article 15.A.3. thereof pertaining to
additional payments to writers on release of a theatrical
motion picture based thereon to free television (but
excluding subparagraph h. of said Article 15.A.3.), and
the said Buyer hereby agrees, expressly for the benefit of
the Writers Guild of America, west, Inc., and Writers
Guild of America, East, Inc. (herein referred to as the
Guild), as representatives of the writers involved, to
abide by and perform the provisions of said Basic
Agreement and make the additional payments required
thereunder, as aforesaid. For the purpose of applying
such provisions of said Basic Agreement, the writer or
writers of such material shall be treated in all respects as
though the said material were written by such writer or
writers while in the employ of the Buyer.

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“It is expressly understood and agreed that the rights of
the Buyer to exhibit or license the exhibition of any
motion picture based upon said material shall be subject
to and conditioned upon the payment to the writer or
writers involved of additional compensation, if any,
required under subparagraph 3. (except subparagraph h.
thereof) of said Article 15.A. of said Basic Agreement,
and it is agreed that the Guild shall be entitled to
injunctive relief and damages against Buyer in the event
such payments are not made.

“If the Buyer shall sell, transfer, assign or otherwise

dispose of its rights in such material to any person or
company with headquarters in the United States, it may
obtain from the party acquiring such rights a separate
agreement in the same form (including this sentence) as
this agreement, and will notify the Guild thereof, together
with the name and address of the transferee, and deliver
to the Guild a copy of such assumption agreement; it
being the intent hereof that the obligations herein set
forth shall be continuing obligations on the part of such
subsequent owners of such material so headquartered in
the United States.

BUYER

Date: By

Address:

The Company agrees to give notice to the Guild of such

sale, transfer or assignment of the nature above
mentioned, with the name and address of the Buyer, and
to deliver to the Guild an executed copy of such
assumption agreement. An inadvertent failure on the part
of the Company to comply with any of the provisions of
this subparagraph i. shall in no event constitute a default
by the Company hereunder or a breach of this Basic
Agreement, provided that such failure is cured promptly
after notice thereof from the Guild.

Upon delivery of such assumption agreement, Company,

or any subsequent owner obtaining the execution of such
an assumption agreement, shall not be further liable to
the Guild or any writer for the keeping of any such
records or the payment of such additional compensation,
or for compliance with credit obligations insofar as they
relate to the broadcast of Such Picture on free television;
and the Guild agrees to look exclusively to the party last
executing such an assumption agreement for the keeping

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 of such records, payment and compliance with credit
obligations. If a company with headquarters outside the
United States is a subsidiary of the Company, or the
Company is the distributor of Such Picture for such a
company, then, for the purposes of this subparagraph i.,
such company shall be deemed to be headquartered only
in the United States.

j. Anything to the contrary herein notwithstanding, it is

agreed that the provisions of this subparagraph 3. apply
only if Such Picture is first exhibited on free television
after Such Picture has had a bona fide theatrical release.
For such purpose, Such Picture may be regarded as
having had a bona fide theatrical release even though
such release has not been fully completed, or shall not
have been withdrawn from its theatrical release, and even
though Such Picture may have been released theatrically
only domestically or theatrically only in foreign countries
or territories. If Such Picture is exhibited on free
television prior to the time that it has had a bona fide
theatrical release, then the release of Such Picture to free
television shall be governed by the provisions of the
Basic Agreement then in effect between the parties
hereto, but only with respect to the provisions thereof
relating to additional compensation for television reruns
on free television.

The provisions of this subparagraph 3. shall not apply to

the televising or exhibition of trailers or advertising a
motion picture by shots, etc., substantially in the nature
of a trailer, or to the use of stock shots, or to the
televising or exhibition of excerpts from theatrical
motion pictures for news or review purposes. Except as
modified by Article 15.B.10.e., for any other use of
excerpts from Such Picture in television programs (and,
for this purpose, the term "television programs" includes
programs made for free television, pay television,
videodiscs/videocassettes and basic cable), including
television programs which consist substantially of
excerpts from theatrical motion pictures, or for any other
use of excerpts from Such Picture, the principal
photography of which commenced on or after November
1, 2004, in another theatrical motion picture, the
Company shall pay the following aggregate one-time-
only sum to the writers determined by the Guild to be
entitled to such compensation and prorated as determined
by the Guild:

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 11/1/04- 11/1/06-
10/31/06 10/31/07
(1) Thirty (30) seconds or less of $165 $173
excerpts
(2) Over thirty (30) seconds but not 498 523
over two (2) minutes of excerpts
(3) Over two (2) minutes of excerpts:
- for the first two (2) minutes 498 523
- for each minute or portion thereof
in excess of two (2) minutes 165 173

If an excerpt is used in a local program and the program

is broadcast in no more than one market, the payment for
such use shall be sixty percent (60%) of the amount
provided in this Article 15.A.3.j. If the program is
broadcast later in another market, the writer(s) shall be
paid the remaining forty percent (40%).

The use of an excerpt from a theatrical motion picture in

an interactive program shall be governed by the
provisions of Article 64.

No compensation shall be payable pursuant to this

subparagraph j. to a writer of a motion picture from
which an excerpt is derived if such writer writes material
for and receives writing credit on the program or motion
picture into which such excerpt is inserted.

jj. Notwithstanding any other provision of this Agreement,

if the writer

(1) first describes in literary material an object or thing

which is fully described in such literary material
and by such description appears to be unique and
original; and/or,

(2) introduces a character and the characterization of

such character is fully developed and fully
described in the material written by the writer and
from such development and description the
character appears to be unique and the principal
creation of the writer,

and an interactive program is based upon such object,

thing or character, the writer will be paid as provided in
Article 64.

k. Notwithstanding the sooner termination of this

Agreement, the parties hereto agree that the terms and
conditions of this subparagraph 3. shall apply and remain
in full force and effect, and without change, to Such
Pictures produced by the Company, the principal

- 137 -
 photography of which commenced between November 1,
2004 and October 31, 2007, both dates inclusive,
regardless of when (either during or at any time after the
expiration of the term of this Basic Agreement or of such
period) Such Pictures are released to free television, and
regardless of the terms or provisions of any Basic
Agreement which is a modification, extension, or
renewal of, or substitution for this Basic Agreement.

4. Small Accountings - With regard to all television licensing

payments required under this Article 15.A., the Company may
accrue such payments until the aggregate is equal to fifty
dollars ($50), at which time the payment provision of the
appropriate subparagraph shall be effective, except that in any
event all accrued amounts of less than fifty dollars ($50) due to
the writer shall be paid no later than thirty (30) days following
the close of the calendar year in which accrued. Nothing herein
shall relieve the Company of its obligation to make the
accounting reports required elsewhere herein.

5. At the request of the Guild, the Company authorizes any

networks, as defined in Article 1.A.12.1., as well as any
television station to advise the Guild of the fact that a payment
was or was not made by the network or station for, and the date
of any previous telecast of, a theatrical motion picture specified
in the Guild's request.

6. In the event that a Company liable for the payments required

hereunder shall license a motion picture to television stations
owned or controlled by it, or to a network owned or controlled
by it, the "accountable receipts" shall be comparable to the
accountable receipts paid to distributors by comparable stations
or comparable networks, as the case may be, for comparable
telecasts of comparable motion pictures in comparable markets
and the accountable receipts paid to Company by comparable
stations or comparable networks, as the case may be, for the
comparable telecast of such motion picture in comparable
markets.

7. The Company shall notify the Guild in writing, to the attention

of the Residuals Administrator at its Los Angeles, California
office, of any and all English language changes made by the
Company in the title of any theatrical motion picture subject to
this Agreement released to free television, within thirty (30)
days of said change of title.

B. TELEVISION -- RERUNS & FOREIGN TELECASTS OF

TELEVISION MOTION PICTURES

1. United States and Canada

a. The minimum compensation above provided for in

Article 13.B. shall constitute payment in full for the

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 telecasting of such motion picture once in each city in the
United States and Canada in which any television
broadcasting station is now located and once in each city
in the United States and Canada in which any television
broadcasting station is hereafter for the first time
established.

b. Rerun Formula, Free Television, in the United States and

Canada

(1) A television motion picture which has been

telecast not more than once in any city in the
United States and Canada is in its first run. A
television motion picture which has been telecast
more than once, but not more than twice, in any
city in the United States and Canada, is in its
second run. A similar test applies in determining
when a television motion picture is in its third and
succeeding runs.

(2) In the event a television motion picture based upon

literary material to which this Basic Agreement
applies is telecast for more than one (1) run in any
city in the United States or Canada, the writer or
writers who receive story and/or teleplay screen
credit therefor shall be paid additional
compensation which, in the aggregate, shall not be
less than the following amounts (if more than one
(1) writer shares a story or teleplay credit, then all
of the writers sharing each credit shall be
considered a unit and shall participate equally in
and receive in the aggregate the rerun payments
applicable thereto and, when adaptation credit is
accorded, the writer or writers receiving such
credit shall be paid ten percent (10%) thereof,
which sum shall be deducted from the share of the
teleplay writer(s)).

(a) Reruns over television network in prime

time:

With respect to any television motion

picture, the credited writer(s) of which
commenced writing services on or after
November 1, 2004, the additional
compensation payable for the second or any
subsequent run which includes telecasting of
said motion picture over a television
network in prime time shall be not less than
one hundred percent (100%) of the writer's
applicable minimum compensation.

(b) [Deleted.]

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 (c) Other reruns:7

(i) For the second run, not less than fifty

percent (50%) of the writer's
applicable minimum compensation if
such second run includes the
telecasting of such motion picture
over a television network; otherwise,
such payment shall be not less than
forty percent (40%) of the writer's
applicable minimum compensation;

(ii) For the third run, not less than forty

percent (40%) of the writer's
applicable minimum compensation if
such third run includes the telecasting
of such motion picture over a
television network; otherwise, such
payment shall be not less than thirty
percent (30%) of the writer's
applicable minimum compensation;

(iii) For the fourth run, not less than

twenty-five percent (25%) of the
writer's applicable minimum
compensation;

(iv) For the fifth run, not less than twenty-

five percent (25%) of the writer's
applicable minimum compensation;

(v) For the sixth run, not less than

twenty-five percent (25%) of the
writer's applicable minimum
compensation;

(vi) For the seventh run, not less than

fifteen percent (15%) of the writer's
applicable minimum compensation;

(vii) For the eighth run, not less than

fifteen percent (15%) of the writer's
applicable minimum compensation;

(viii) For the ninth run, not less than fifteen

percent (15%) of the writer's
applicable minimum compensation;

7
[These provisions appeared in Article 15.B.1.b.(2)(b) in predecessor Basic
Agreements.] See Sideletter at pages 531-534 for special provisions governing certain reruns of
certain one-hour network prime time dramatic series and see Sideletter at pages 535-536 for the
experiment regarding the syndication of half-hour series in markets representing 50% or fewer of
U.S. television households.

- 140 -
 (ix) For the tenth run, not less than fifteen
percent (15%) of the writer's
applicable minimum compensation;

(x) For the eleventh run, not less than ten

percent (10%) of the writer's
applicable minimum compensation;

(xi) For the twelfth run, not less than ten

percent (10%) of the writer's
applicable minimum compensation;

(xii) For the thirteenth run and each and

every run thereafter, not less than five
percent (5%) of the writer's applicable
minimum compensation (paid
separately for each such run).

(d) The parties agree to the following for the

purpose of encouraging the success of new
dramatic free television series produced for
a network or for The WB or UPN. No
residual compensation shall be due under
Article 15.B.1.b.(2) nor Article 58 for the
second run (which may be either on free
television or basic cable) of two programs
chosen by the Company from the pilot and
first two episodes broadcast during the first
production season, provided the second run
occurs within a two month period following
the initial exhibition of each program. If
such second run is on free television, it shall
not constitute a “run” for purposes of Article
15.B.1.b.(1). Company shall be obligated to
report any such run to the Guild as required
under this Article 15.B., notwithstanding the
fact that no payment shall be due therefor.

The Company may not utilize this provision

at any time after the series has been
cancelled.

(3) The "applicable minimum compensation" is the

minimum salary or amount required to be paid
under the provisions of this Basic Agreement for
the type of story or teleplay involved; provided,
however, that for purposes of this Article 15.B.,
the minimum compensation figures which are set
forth in Article 13.B.7.a., b., and c. shall be the
"applicable minimum compensation" for programs
covered by Article 13.B.7.d.

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 When the writer has been employed to write a
story with option for teleplay, the "applicable
minimum compensation" for the story is the
minimum set forth in Article 13.B.7.a. (p. 88). The
rate applicable to story and teleplay under Article
13.B.7.c. (pp. 89-90) is the "applicable minimum
compensation" only in the case of employment
under a contract providing for a commitment for
both the story and the teleplay.

(4) If a writer or writers are entitled to the applicable

minimum payments per episode required to be
made on account of exploitation of the television
series sequel rights and/or MOW sequel rights (as
provided in Article 16.B.2.a. or b.) or on account
of exploitation of character rights (as provided in
subparagraph h. of Article 15.B.14.), or on account
of the production of programs entitling a writer to
per episode payments pursuant to subparagraph l.
of Article 15.B.14., and if an episode for which
such a payment is required is telecast for more than
one (1) run in any city in the United States or
Canada, the writer or writers entitled to such
payments shall be paid additional compensation
calculated as provided in subparagraph (2) above,
and for such purpose the "applicable minimum
compensation" is such applicable minimum
payment.

(5) The Company shall pay as provided herein for

each respective rerun, not later than four (4)
months after the first telecast of the respective
rerun in any city in the United States or Canada.
However, in the event any rerun is telecast on a
television network (or on a regional television
network) or on the WB or UPN, the Company
shall make the appropriate rerun payment not later
than thirty (30) days after the telecast of such
rerun.

(6) The term "television network," as used in this

paragraph, shall mean the network facilities of
ABC, CBS, FBC and NBC, or any other entity
which qualifies as a "network" under Section
73.662(f) of the rules of the Federal
Communications Commission, unless the FCC
determines that such entity is not a "network" for
purposes of such Section, except in the case (a)
when television motion pictures are telecast on any
single regional network presently established, and
(b) when television motion pictures are telecast on
any single regional network which may hereafter

- 142 -
 be established and which does not include New
York, Chicago or Los Angeles.

(7) [Deleted.]

c. (1) For broadcasts in the domestic market after March

1, 1981, in a language other than English, released
other than as part of free television licensing, the
credited writer(s) shall be paid an aggregate
amount equal to two percent (2%) of the
Company's "accountable receipts," as defined in
Article 51, from the sale or license of such
television motion picture for such broadcasts rather
than the otherwise required rerun payment.

(2) The provisions of subparagraph (1) above will

apply to all television motion pictures produced on
or after July 1, 1971.

d. The use of a television motion picture, in whole or in

substantial part, in an interactive program shall be
governed by the provisions of Article 64.

2. Foreign Telecasting Formula

a. In the event such television motion picture is telecast in

any part of the world outside the United States and
Canada, the writers referred to in Article 15.B.1.b.(2) and
(4) above shall be paid additional compensation for such
foreign telecasting as follows:

(1) initial payment of not less than fifteen percent

(15%) of their applicable minimum compensation
payable not later than thirty (30) days after the
Company obtains knowledge of the first foreign
telecast, and in no event later than six (6) months
after the first foreign telecast;

(2) ten percent (10%) of the applicable minimum

when the Distributor's Foreign Gross exceeds
seven thousand dollars ($7,000.00) for one-half
(½) hour pictures, thirteen thousand dollars
($13,000.00) for one (1) hour pictures, or eighteen
thousand dollars ($18,000.00) for pictures in
excess of one (1) hour in length. Such payment to
be made no later than thirty (30) days after such
gross has been so exceeded;

(3) a payment of ten percent (10%) of the applicable

minimum compensation when the Distributor's
Foreign Gross exceeds ten thousand dollars
($10,000.00) for one-half (½) hour pictures,
eighteen thousand dollars ($18,000.00) for one (1)

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 hour pictures, or twenty-four thousand dollars
($24,000.00) for pictures in excess of one (1) hour
in length. Such payments to be made no later than
thirty (30) days after such gross has been so
exceeded.

(4) After the writer has received a total of thirty-five

percent (35%) of applicable minimum
compensation with respect to any television film,
all credited writer(s) in the aggregate shall be paid
one and two-tenths percent (1.2%) of the
Distributor’s Foreign Gross in excess of:

(i) $357,500 ($365,000 effective November 1,

20058) in Distributor’s Foreign Gross for
one-half (½) hour programs;

(ii) $715,000 ($730,000 effective November 1,

20058) in Distributor’s Foreign Gross for
one (1) hour programs;

(iii) $1,830,000 ($1,860,000 effective November

1, 20058) in Distributor’s Foreign Gross for
programs more than one (1) hour in length
but not more than two (2) hours in length;

(iv) $3,060,000 ($3,120,000 effective November

1, 20058) in Distributor’s Foreign Gross for
programs more than two (2) hours in length
but not more than three (3) hours in length;

(v) $4,085,000 ($4,170,000 effective November

1, 20058) in Distributor’s Foreign Gross for
programs more than three (3) hours in length
but not more than four (4) hours in length;

(vi) $5,105,000 ($5,210,000 effective November

1, 20058) in Distributor’s Foreign Gross for
programs more than four (4) hours in length
but not more than five (5) hours in length;

(vii) $6,125,000 ($6,250,000 effective November

1, 20058) in Distributor’s Foreign Gross for
programs more than five (5) hours in length
but not more than six (6) hours in length;
and

8
The increased threshold which goes into effect on November 1, 2005 shall apply only to
television motion pictures, the credited writer(s) of which commenced services on or after
November 1, 2005.

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 (viii) for programs in excess of six (6) hours, the
above applicable thresholds will increase
proportionately.

For Appendix A programs, the one and two-tenths

percent (1.2%) payment shall be triggered when
the Distributor’s Foreign Gross equals fifty percent
(50%) of the amounts set forth in subparagraphs
(i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above, as
applicable.

For the purpose of this subparagraph (4),

Distributor’s Foreign Gross shall include absolute
gross income realized by the distributor on account
of foreign telecasting and exhibition on foreign
basic cable.

In order to preserve the status quo in Article 58,

payment of the thirty-five percent (35%) of
applicable minimum under the foreign telecasting
formula continues to constitute payment for
foreign basic cable; provided, however, that
foreign basic cable receipts shall apply to
“Distributor’s Foreign Gross” for purposes of
reaching the thresholds in and determining the
amount the credited writer(s) shall be paid
pursuant to subparagraphs (i), (ii), (iii), (iv), (v),
(vi), (vii) or (viii) above.

The writers shall receive such additional monies

pursuant to the payment provisions of Article
51.C., except payment and reporting shall be due
within sixty (60) days after the close of the second
and fourth calendar quarters of each year in which
the Company receives Distributor’s Foreign Gross
with respect to the television film.

aa. Notwithstanding the provisions of subparagraph a. above,

the following shall apply to one-hour network prime time
dramatic series covered under the sideletter waiving the
provisions of Article 15.B.1.b.(2)(c):

(1) The fifteen percent (15%), ten percent (10%) and

ten percent (10%) of applicable minimum
compensation payments provided in Article
15.B.2.a.(1), (2) and (3), respectively, shall be
collapsed into a single payment of thirty-five
percent (35%) of applicable minimum
compensation, payable not later than thirty (30)
days after the Company obtains knowledge of the
first foreign telecast, and in no event later than six
(6) months after the first foreign telecast.

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 (2) [Deleted.]

b. [Deleted.]

c. The term "foreign telecasting," as used herein, shall mean

any telecast (whether simultaneous or delayed) outside
the United States, its territories and possessions, and
Canada, other than a telecast on any of the following
regularly affiliated stations of a United States television
network as a part of the United States network television
telecast: XH-TV, Mexico City; ZBM, Pembroke,
Bermuda, for CBS; XEW-TV or XEQ-TV or XH-TV or
XHGC, Mexico City, and ZBM, Pembroke, Bermuda for
NBC; and XE-TV, Tijuana; and ZFB, Hamilton,
Bermuda for ABC.

d. As used herein, the term "Distributor's Foreign Gross"

shall mean, with respect to any television film, the
absolute gross income realized by the distributor of Such
Picture from the foreign telecasting thereof and
including, in the case of a "foreign territorial sale" by any
such distributor, the income realized from such sale by
such distributor but not the income realized by the
"purchaser" or "licensee." The phrase "absolute gross
income" shall not include:

(1) Sums realized or held by the way of deposits or

security, until and unless earned, other than such
sums as are non-returnable.

"[S]uch sums as are non-returnable" are to be

included in the "Distributor's Foreign Gross" when
such television motion picture is "available" and
"identifiable" and the amount of the non-returnable
sum is "ascertainable."

Such television motion picture is "available" when

the first of the following occurs:

(a) The product first may be exhibited or

otherwise exploited by a specified method of
distribution and in a territory under the
terms of the applicable license or
distribution agreement, or

(b) It first may be sold or rented by a retailer

under the terms of the applicable license or
distribution agreement.

Such television motion picture is "identifiable"

when the Company first knows or reasonably
should have known that a given television motion
picture is covered by a particular license or

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 distribution agreement for its exploitation in the
applicable market.

The amount of the non-returnable sum is

"ascertainable" if:

(a) the non-returnable sum is for one (1)

television motion picture, means of
exhibition, and territory, or

(b) the total amount of the non-returnable sum

is for more than one (1) motion picture,
means of exhibition and/or territory, in
which case the Company shall fairly and
reasonably allocate such sum among the
licensed motion pictures, exhibition markets
and/or territorial markets. As each of these
pictures becomes identifiable and available,
the allocated portion of the non-returnable
sum is to be included in Distributor's
Foreign Gross for that quarter. The
Company shall notify the Guild of its
allocation when the report of Distributor's
Foreign Gross, which includes the non-
returnable sum, is to be filed. The Guild has
the right to challenge in an MBA arbitration
a failure to allocate or any allocation that it
contends is not fair and reasonable.

If such television motion picture is available in any

territory or by any means of exhibition, and is
identifiable and the amount of the non-returnable
sum is ascertainable, but the Company does not
provide the WGA with the information required by
the MBA and applicable law, then the non-
returnable sum shall be deemed includable in
Distributor's Foreign Gross no later than six (6)
months after the Company receives it.

A non-returnable sum received by a Company's

parent, subsidiary or any other related or affiliated
entity or successor-in-interest, or by any other
entity to which the payment is directed by the
Company or license or distribution agreement,
shall be considered as a non-returnable sum
received by the Company.

(2) Sums required to be paid or withheld as taxes, in

the nature of turnover taxes, sales taxes or similar
taxes based on the actual receipts of the television
film or on any monies to be remitted to or by the
distributor, but there shall not be excluded from
Distributor's Foreign Gross any net income,

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 franchise tax or excess profit tax or similar tax
payable by the distributor on its net income or for
the privilege of doing business.

(3) Frozen foreign currency until the distributor shall

have either the right to use such foreign currency
in or to transmit such foreign currency from the
country or territory where it is frozen. In the event
such currency may be utilized or transmitted as
aforesaid, it shall be deemed to have been
converted to United States dollars at the prevailing
free market rate of exchange at the time such right
to use or transmit accrues.

Distributor's Foreign Gross realized in foreign currency

in any reporting period required hereunder shall be
deemed to be converted to United States dollars at the
prevailing free market rate of exchange at the close of
such reporting period.

e. If any transaction involving any television motion picture

subject to a foreign telecast payment under this Basic
Agreement shall also include motion pictures, broadcast
time, broadcast facilities or material (including
commercial or advertising material) which are not subject
to such payment, there shall be a reasonable allocation
between the television motion pictures which are subject
to a foreign telecast payment and such other pictures,
time, facilities or material, and only the sums properly
allocable to pictures which are subject to a foreign
telecast payment shall be included in Distributor's
Foreign Gross.

3. Application of Excess. Company, at its option, may make any

part or all of the additional payments for reruns and foreign
telecasts provided herein at the time of employment of writer or
at any time prior to the time the same is due (but only if the
agreement between the Company and writer with respect
thereto is set forth in writer's individual contract); provided that
no part of writer's initial compensation which is at or less than
twice the applicable minimum compensation (as defined in
Article 15.B.1.b.(3)) may be applied against such rerun and
foreign telecast payments, or either.

4. All payments of additional compensation for reruns or foreign

telecasts shall be made promptly by check, payable to the order
of the writer entitled thereto, and if not initially paid to the
writer, shall be delivered to the Guild for forwarding to such
writer and compliance herewith shall constitute payment to the
writer. The Company shall accompany such checks with a
statement of the title of the motion picture and the use for which
such payment is made. If Company fails to pay such additional
compensation when due and payable, such delinquent payment

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 shall bear interest at the rate of one and one-half percent (1.5%)
per month commencing to accrue from the date of such
delinquency.

5. The Company shall keep or have access to:

a. complete records showing all cities in the United States

and Canada in which all television motion pictures
subject to this Basic Agreement have been telecast and
the number of telecasts in each such city, the television
stations on which telecast, and the dates thereof, and

b. complete records showing Distributor's Foreign Gross for

such television motion pictures to the extent that such
records are pertinent to the computation of payments for
foreign telecasting.

Company shall also keep or have access to such records as are

necessary for the computation of additional compensation for
reruns and foreign telecasts for so long as such rerun or foreign
telecast payments may be due or payable. The Guild shall have
the right, at all reasonable times, to inspect such records. The
undersigned shall give the Guild prompt written notice of the
date on which each television motion picture covered hereby is
first telecast in any city in the United States and Canada for the
second run and for each subsequent run thereafter.

6. With respect to each television motion picture which is

distributed for foreign telecasting, Company shall furnish
reports to the Guild and the Alliance of Motion Picture &
Television Producers, Inc., showing Distributor's Foreign Gross
derived from such television motion picture until:

a. such television motion picture has been withdrawn from

distribution for foreign telecasting, or

b. all of the credited writers of such television motion

picture have received the full additional payments for
such foreign telecasting to which they are entitled
pursuant to subparagraph 2. above.

Such reports shall be rendered to the Guild on a quarterly basis

during the first three (3) years in which any such television
motion picture is distributed for foreign telecasting, on a semi-
annual basis for the next two (2) years and on an annual basis
thereafter. Company agrees to cooperate in responding to
reasonable requests from the Guild as to whether any television
motion picture is currently being distributed for foreign
telecasting.

An inadvertent failure on the part of the Company to comply

with the reporting provisions of this subparagraph shall in no
event constitute a default by the Company or a breach of this

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 Basic Agreement, provided such failure is cured promptly after
notice thereof from the Guild.

7. If a writer's individual employment contract contains a

provision giving such writer a percentage or other participation
in the receipts, revenues or profits of a television motion
picture, such payment may be credited against the minimum
additional compensation for reruns and foreign telecasts or
either provided herein, but writer, in any event, shall be entitled
to be paid not less than such minimum additional compensation
for reruns, and foreign telecasts, or either, as the case may be,
and any payment on account thereof shall likewise be credited
against such participation; provided that amounts received by
writer as a percentage or other participation in the receipts,
revenues or profits of the television motion picture may not be
credited against the minimum additional compensation for
reruns or foreign telecasts until writer has received as
compensation from all sources an amount equal to twice the
applicable minimum compensation.

8. Literary Material Assumption Agreement (Television)

If the Company shall sell, transfer, assign or otherwise dispose

of its rights in any literary material (to which the provisions of
Articles 15.B., 47 or 65 of this Basic Agreement apply, or may
apply) prior to the production of a motion picture based
thereon, to any person or company (hereinafter referred to as
the "Buyer"), other than a person or company with headquarters
outside the United States, the Company shall obtain from the
Buyer a separate agreement in substantially the following form:

"LITERARY MATERIAL ASSUMPTION AGREEMENT

(TELEVISION)"9

"The undersigned
(insert name of Buyer)
(hereinafter referred to as 'Buyer') agrees with

(insert name of Company)

that all literary material being acquired and covered by this
Assumption Agreement is subject to the 2004 Writers Guild of
America Theatrical and Television Basic Agreement ('Basic
Agreement'), and particularly to the provisions thereof
pertaining to the payment of additional compensation to writers
for reruns and foreign telecasting of television motion pictures
based thereon (individually referred to as ‘Such Picture’). The
Buyer hereby agrees, expressly for the benefit of the Writers
Guild of America, west, Inc., and Writers Guild of America,
East, Inc. (‘the Guild’), as representative of the writers
involved, to abide by and perform the provisions of the Basic
Agreement and make the additional compensation payments

9
See footnote 20 at page 319 accompanying Article 65.A.1.

- 150 -
required thereby. For the purpose of applying such provisions
of the Basic Agreement, the writer or writers of the literary
material being acquired shall be treated in all respects as though
such material were written by such writer or writers while in the
employ of the Buyer.

“It is expressly understood and agreed that the rights of Buyer

to telecast or license the telecasting of any Such Picture shall be
subject to and conditioned upon the prompt payment to such
writer or writers involved of additional compensation for reruns
and foreign telecasting as provided in the Basic Agreement. It
is agreed that the Guild shall be entitled to injunctive relief
against Buyer in the event such payments are not made.

“If the Buyer shall sell, transfer, assign or otherwise dispose of

its rights in such material to any person or company with
headquarters in the United States, it may obtain from the party
acquiring such rights a separate agreement in the same form
(including this sentence) as this Assumption Agreement, and
will notify the Guild thereof, together with the name and
address of the transferee, and deliver to the Guild a copy of
such Assumption Agreement; it being the intent hereof that the
obligations set forth in this Assumption Agreement shall be
continuing obligations on the part of such subsequent owners of
such material so headquartered in the United States.

“DATE:

“BUYER:

“BY:
(Please print name and title)
“ADDRESS: ”

The Company agrees to give notice to the Guild of such sale,

transfer or assignment of the nature above mentioned, with the
name and address of the Buyer, and to deliver to the Guild an
executed copy of such Assumption Agreement. An inadvertent
failure on the part of the Company to comply with any of the
provisions of this Article 15.B.8. shall in no event constitute a
default by the Company hereunder or a breach of this Basic
Agreement, provided that such failure is cured promptly after
notice thereof from the Guild.

Upon delivery of such Assumption Agreement, Company, or

any subsequent owner obtaining the execution of such an
assumption agreement, shall not be further liable to the Guild or
any writer for the keeping of any such records or the payment
of such additional compensation, or for compliance with credit
obligations insofar as they relate to reruns and foreign
telecasting of Such Picture. The Guild agrees to look
exclusively to the party last executing such an assumption
agreement for the keeping of such records, payment and

- 151 -
 compliance with credit obligations. If a company with
headquarters outside the United States is a subsidiary of the
Company, or the Company is the distributor of Such Picture for
such a company, then, for the purposes of this Article 15.B.8.,
such company shall be deemed to be headquartered only in the
United States.

9. [Deleted.]

10. Use of excerpts

The use of an excerpt from a television motion picture shall be

deemed a run or foreign telecast of such motion picture
hereunder, except in the following circumstances:

a. When used for promotional, trailer, news or review

purposes; provided, however, that the length of such
excerpt(s) shall not exceed four hundred (400) feet of
35mm film containing not less than two (2) scenes or two
hundred (200) feet of 35mm film containing one (1)
scene, or the equivalent in running time of the foregoing
if 16mm film or video tape is used. For purposes of this
subparagraph, a "promotional" use of an excerpt shall be
for the purpose of advertising or publicizing the specific
program or serial or series from which the excerpt is
taken.

b. When used as a so-called "stock shot" (as customarily

understood in the industry - i.e., shots excluding dialogue
or identifiable characters).

c. When used for purposes of recapping the story to date in

the context of a serial, multi-part program, episodic
series, unit series or anthology; provided, however, that if
such recap shall exceed ninety (90) seconds in length
when used on a program up to and including sixty (60)
minutes in total length, or exceed one hundred twenty
(120) seconds in length when used on a program in
excess of sixty (60) minutes in total length, Company
shall pay to the credited writer(s) of the program(s) from
which the excerpts in the recap were taken an aggregate
one-time-only sum equal to $186.00 ($195.00 effective
November 1, 2006) for each minute or portion thereof by
which the recap exceeds such length limitation; and
provided, further, that no such recap shall exceed
(without being deemed a run or foreign telecast as set
forth above) four hundred (400) feet of 35mm film
containing not less than two (2) scenes or two hundred
(200) feet of 35mm film containing one (1) scene, or the
equivalent in running time of the foregoing if 16mm film
or video tape is used.

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d. When used as a flashback in the context of multi-part
series, episodic series, unit or anthology series or a one-
time show or a prime time serial; provided, however, that
if such flashback shall exceed thirty (30) seconds in
length, Company shall pay to the credited writer(s) of the
program(s) from which the excerpts in the flashback were
taken an aggregate, one-time-only sum equal to $186.00
($195.00 effective November 1, 2006) for each minute or
portion thereof by which the flashback exceeds such
length limitation; and provided, further, that no such
flashback shall exceed (without being deemed a run or
foreign telecast as set forth above), four hundred (400)
feet of 35mm film containing not less than two (2) scenes
or two hundred (200) feet of 35mm film containing one
(1) scene, or the equivalent in running time of the
foregoing if 16mm film or video tape is used. For
purposes of this subparagraph, a "flashback" use of an
excerpt shall be for the purpose of informing viewers of
past developments to explain or advance the current story
being told.

dd. For any use on television of excerpts not within the

exceptions provided for in subparagraphs a. through d.
above nor subparagraph e. below, or if such excerpts are
otherwise within subparagraphs c. and d., but the
aggregate running time of such excerpts from a single
program exceeds the maximum applicable footage
lengths, the Company shall pay the following aggregate
one-time-only sum to the writer or writers determined by
the Guild to be entitled to such compensation and
prorated as determined by the Guild:

11/1/04- 11/1/06-
10/31/06 10/31/07
(1) Ten (10) seconds or
less of excerpts $330 $347
(2) Over ten (10) seconds $999 $1,049
but not more than two or the applicable or the applicable
(2) minutes of rerun fee; rerun fee;
excerpts whichever is less whichever is less
(3) Over two (2) minutes $999 $1,049
but not more than ten for the first two for the first two
(10) minutes of (2) minutes and (2) minutes and
excerpts $165 $173
for each minute for each minute
or portion thereof or portion thereof
in excess of two in excess of two
(2) minutes, or (2) minutes, or
the applicable the applicable
rerun fee, rerun fee,
whichever is less whichever is less
(continued)

- 153 -
(continued)
11/1/04- 11/1/06-
10/31/06 10/31/07
(4) Over ten (10) minutes
of excerpts from such the applicable rerun fee
program

In no event shall less than $330.00 ($347.00 effective

November 1, 2006) be paid for the use of excerpts from a
single program.

In addition, if ten percent (10%) (15% in the case of a

thirty (30) minute program) or more but fifty percent
(50%) or less of the running time of a program is
comprised of excerpts from television motion pictures, or
from theatrical and television motion pictures, and
including excerpts used as flashbacks, Company shall
pay for the use of such excerpts pursuant to Article
15.A.3.j. (if applicable) and this subparagraph dd. For
the purposes of this subparagraph and subparagraph e.
below, the "running time" of a program excludes
commercials, title sequences and a recap up to and
including 400 feet of 35mm film or equivalent.

e. For "compilation" television programs utilizing excerpts

from television motion pictures, or from theatrical and
television motion pictures, the Company will pay, for
such use, to the credited writer(s) of the excerpted
material, prorated as determined by the Guild, an
aggregate one-time-only sum equal to two and one-half
(2½) times the applicable thirty (30) minute minimum
(and for this purpose, minimum is deemed to be the story
and teleplay minimum set forth in Article 13.B.7.d. if the
compilation is for network prime time) for each thirty
(30) minutes of overall program length in which
compilations are used. Exhibition of excerpts from
television motion pictures in such compilation television
programs shall not be deemed reruns or other use of the
television motion pictures from which the excerpts are
taken and the payments pursuant to this subparagraph
relating to compilations shall not reduce or affect any
other payments which may become due to the writer for
the use of the television motion pictures from which such
excerpts are taken. Payments pursuant to this
subparagraph to the writers of theatrical excerpts shall be
in lieu of the excerpt payments set forth in Article
15.A.3.j.

For purposes of this subparagraph, a "compilation"

television program is a program the running time of
which is comprised of more than fifty percent (50%) of
excerpts, including excerpts used as flashbacks.

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If such compilation television program includes excerpts
which are not from "MBA-covered" programs, then the
amount of time of the non-covered excerpts shall be
subtracted from the running time of the entire program;
and,

(1) If the MBA-covered excerpts are more than fifty

percent (50%) of the remainder, the Company shall
pay the compilation rate for such program pursuant
to this Article 15.B.10.e. For purposes of
calculating the appropriate compilation rate, the
length of the program shall be determined based on
the length of the remainder of the program
utilizing the program lengths delineated in Article
13.B.7. In no event may the calculation be based
on less than fifty percent (50%) of the length of the
entire program; or,

(2) If fifty percent (50%) or less of the remainder of

the program is MBA-covered excerpts, Articles
15.A.3.j. and 15.B.10.dd. will apply.

For the purposes of this subparagraph, the term "MBA-

covered" includes excerpts from programs written
pursuant to a WGA-PBS Agreement.

This compilation provision shall be applicable to excerpts

derived from any television programs and any theatrical
motion pictures utilizing literary material subject to any
Guild collective bargaining agreement, prior or current,
excluding only literary material the rights to which have
reverted to the writer (for example, under the 1968 WGA
Television Freelance MBA with the networks). Use of
excerpts from programs to which such reversion of rights
has occurred shall be subject to individual negotiation
with the writers involved. When the Guild determines its
allocation of payments for a compilation program, the
allocation will be made as if the writers to whom rights
had reverted were entitled to share in the allocation and,
thereafter, funds to which those writers would have been
entitled will be repaid to the Company by the Guild
within thirty (30) days of the time within which the
Company pays the Guild the lump sum allocation. If
there is a dispute as to whether rights have reverted, the
Guild, if it is aware of such dispute prior to making such
payment, will hold the amount applicable to such dispute
in escrow in a trust account pending the resolution of
such dispute.

In the case of such dispute, the writer may elect to submit

the matter to arbitration under the procedures set forth in
Article 11.C. in lieu of any other remedy. The only
parties to such arbitration shall be the writer and the

- 155 -
 Company. If the arbitrator rules that the rights in dispute
have reverted, and if the excerpt is used, the writer will
be entitled to a total of twice the amount he/she would
have received (pursuant to the Guild's allocation) if the
rights had not reverted. The foregoing shall be the sole
damages or other relief available to the writer if
arbitration is elected. Any amount paid from the escrow
account referred to above shall be deducted from the
amount due from the Company.

f. The production company which actually produces the

program containing excerpts requiring payment shall be
obligated to make such payment, but if such company is
not signatory to this Basic Agreement, Company shall
remain liable for payments due hereunder.

ff. If an excerpt from a free television motion picture is used

on pay television or videodiscs/videocassettes, as such
terms are used in Appendix B, or basic cable as defined
in Appendix C, such use shall be treated in the same
manner as though the excerpt were used on free
television.

The use of an excerpt from a television motion picture in

an interactive program shall be governed by the
provisions of Article 64.

g. Except for payments required to be made pursuant to

subparagraph e. above, no compensation shall be payable
pursuant to this subparagraph 10. to a writer of a
television motion picture from which an excerpt is
derived if such writer writes material for and receives
writing credit on the program into which such excerpt is
inserted. If two (2) or more writers are entitled to share
the additional compensation provided for in
subparagraph c., d., or dd. above, the Guild shall
determine the allocation among said writers.

h. If an excerpt is used in a local program and the program

is broadcast in no more than one (1) market, the payment
for such use shall be sixty percent (60%) of the amount
provided in this Article 15.B.10. If the program is
broadcast later in another market, the writer(s) shall be
paid the remaining forty percent (40%).

i. If writers entitled to payments under Article 15.B.10. of

this Basic Agreement cannot be identified by name, the
Company shall pay the required amount in full to the
Guild to be distributed by the Guild to all the credited
writer(s) of the television motion picture(s) from which
the excerpted material was taken. The Company shall
use its best efforts to provide the Guild with sufficient
information to insure that the number of credited writers

- 156 -
 to whom such payments are distributed is as low as
possible.

11. [Deleted.]

12. Small Accountings. With regard to all residual payments

required under this Article 15.B., the Company may accrue
such payments until the aggregate is equal to $150.00, at which
time the payment provision of the appropriate paragraph shall
be effective, except that in any event all accrued amounts of
less than $150.00 due to the writer shall be paid no later than
thirty (30) days following the close of the calendar year in
which accrued. Nothing herein shall relieve the Company of its
obligation to make the accounting reports required elsewhere
herein.

13. Additional Compensation for Theatrical Exhibition

In the event a television motion picture, based upon literary

material to which this Basic Agreement applies, is exhibited
theatrically, the writer or writers employed thereon who receive
story and teleplay screen credit therefor shall be paid additional
compensation as follows:

a. If the television motion picture is exhibited

theatrically outside of the United States, an amount
which in the aggregate shall not be less than the total
minimum compensation applicable to such literary
material as specified in Article 13.B.7.a., b., c. and e. of
the Basic Agreement, or not less than the total minimum
compensation applicable to such literary material as
specified in Article 13.A.1. hereof, whichever is greater;

b. If the television motion picture is exhibited theatrically in

the United States, or both in the United States and in a
foreign country or territory, an amount which in the
aggregate is not less than one hundred fifty percent
(150%) of the total minimum compensation applicable to
such literary material as specified in Article 13.B.7.a., b.,
c. and e. of the Basic Agreement, or not less than the total
minimum compensation applicable to such literary
material as specified in Article 13.A.1. hereof, whichever
is greater.

c. There is to be no duplication of the payments provided

for in subparagraphs a. and b. above; i.e., if the initial
theatrical release of the television motion picture takes
place outside of the United States and payment is made
pursuant to subparagraph a. above, then, upon the
subsequent theatrical release of the television motion
picture in the United States, the amount payable to the
writer will be the difference between the amount
provided for in subparagraph a. above and the amount

- 157 -
 provided for in subparagraph b. above, and conversely, if
the initial theatrical release of the television motion
picture takes place in the United States and payment is
made pursuant to subparagraph b. above, then no
additional compensation will be payable if the television
motion picture is subsequently released theatrically
outside of the United States. For the purposes of
subparagraphs a. and b. above, if two (2) or more
television motion pictures are combined for theatrical
release, the applicable minimum provided for in Article
13.A.1. shall be the minimum applicable to one (1)
theatrical motion picture of the cost of the combined
television motion pictures. Such additional
compensation shall be paid regardless of whether such
motion picture is exhibited alone or as a part of or in
combination with other motion pictures; and if such
motion picture is combined with other television motion
pictures, the additional compensation for such theatrical
release shall be not less than the total minimum
compensation applicable to the writing of all such
television motion pictures or parts thereof which have
been so combined. If more than one writer shares the
story or teleplay credit, then all of the writers sharing
each credit shall be considered a unit and shall participate
equally and receive in the aggregate the theatrical
exhibition payment applicable thereto, except that in the
case of a comedy-variety program, the Guild shall
determine the proportions in which such participating
writers will share the theatrical exhibition payment, will
notify the Company thereof and Company will make
payments accordingly.

d. Such additional compensation for theatrical exhibition

shall be payable whenever such television motion picture
(in whole or in substantial part) is placed in any theatrical
exhibition.

e. All payments of such additional compensation for

theatrical exhibition shall be made promptly by check
payable to the order of the writer entitled thereto, and if
not paid to the writer at the time of employment shall be
delivered to Guild for forwarding to such writer, and
compliance herewith shall constitute payment to the
writer.

f. The Company, at its option, may make the additional

payment for theatrical exhibition at the time of the
employment of the writer or at any time prior to the time
the same is due (but only if the agreement between the
Company and the writer with respect thereto is set forth
in the writer's individual contract); provided that only
such part of the compensation initially paid to the writer
as shall exceed twice the applicable minimum

- 158 -
 compensation may be applied in prepayment of
additional compensation for theatrical exhibition.

g. Any exhibition of a motion picture, other than through

the medium of free television or as covered by Article 51
(Supplemental Markets), shall constitute a theatrical
exhibition and (subject to the provisions of Appendix C)
payment for such theatrical exhibition shall be as herein
provided, except that this shall not apply to showings
where no fee or admission charge is paid by the viewing
audience.

If the Company licenses or grants to any third party the

right to place in theatrical exhibition a television motion
picture produced after March 1, 1981, which exhibition is
to be before a viewing audience which pays no fee or
admission charge to view the same, Company will pay to
the writer(s) entitled to story and/or teleplay credit an
amount equal in the aggregate to five percent (5%) of the
gross amounts received by Company derived therefrom;
provided, however, the sums paid to the writer(s)
hereunder shall in no event exceed the applicable amount
otherwise payable to such writer(s) under the provisions
of subparagraph 13. had there been a fee or admission
charge paid by the viewing audience. When Company
licenses or grants any such right to a subsidiary or other
related entity, the gross amounts referred to in the
preceding sentence shall be the amounts specifically paid
to the Company subject to there having been good faith
bargaining between the Company and such subsidiary or
related entity. Company shall account to the writer(s)
entitled to payments hereunder on no less than an annual
basis; provided that no accounting need be made for any
twelve (12) month period following the twelve (12)
month period during which the Company received no
gross amounts with respect thereto. There shall be no
duplication of the payments provided for in this
subparagraph and the payments provided for in any other
provision of subparagraph 13. That is, any payment
made under this subparagraph shall be credited against
any payment which may become due the writer(s) under
all other provisions of subparagraph 13. Conversely, if a
theatrical release payment is made to the writer(s) under
the provisions of subparagraph 13. other than under this
subparagraph, then no further sum shall be payable under
this subparagraph.

If a television motion picture is exhibited at a film

festival or a charitable event and an admission fee is
charged, but no monies are paid to the Company or the
Company’s licensee in consideration of the use of the
motion picture, no payment shall be due under the
provisions of this Article 15.B.13.

- 159 -
h. With respect to a television motion picture or multi-part
program whose aggregate length as initially broadcast on
television is more than four (4) hours and which is
exhibited theatrically in condensed form, for purposes of
this subparagraph 13., the total minimum compensation
applicable to such literary material as specified in Article
13.B.7.a., b., c., and e. shall be specially determined as
follows:

(1) If said motion picture is exhibited theatrically

outside of the United States, said minimum shall
be based on the actual length of the motion picture
in its condensed, theatrical-release form but not
less than four (4) times the applicable sixty (60)
minute minimum;

(2) If said motion picture is exhibited theatrically in

the United States, or both in the United States and
in a foreign country or territory, said minimum
shall be based on the actual length of the motion
picture in its condensed, theatrical-release form,
but no less than the sum of (a) four (4) times the
applicable sixty (60) minute minimum plus (b)
one-half of the difference between (i) the minimum
applicable to the program in its initially broadcast
length and (ii) four (4) times the applicable sixty
(60) minute minimum.

The provisions set forth above in subparagraph 13. relating to

non-duplication of payments shall also apply to the foregoing
special provisions.

i. If the Company shall sell, transfer, assign or otherwise

dispose of its theatrical exhibition rights in any television
motion picture, it shall obtain from the buyer a separate
agreement in substantially the form prescribed with
respect to reruns, requiring the buyer to comply with the
provisions of this Basic Agreement with respect to
additional compensation payable to the writer for
theatrical exhibition of the motion picture. Upon
obtaining such agreement, Company shall not be further
liable to the Guild or writer for the payment of additional
compensation for theatrical exhibition.

j. The excerpting of so-called "stock shots" by Company

from a television motion picture for transposition to and
use in an otherwise separately produced theatrical motion
picture shall not be deemed to be an exercise of the
theatrical exhibition rights by Company within the
meaning of this subparagraph 13. For any other use of
excerpts from a television motion picture in a theatrical
motion picture, the Company shall pay the following
aggregate one-time-only sum to the writer or writers

- 160 -
 determined by the Guild to be entitled to such
compensation and prorated as determined by the Guild:

11/1/04- 11/1/06-
10/31/06 10/31/07
(1) Thirty (30) seconds or less of $416 $437
excerpts
(2) Over thirty (30) seconds but not
over two (2) minutes of excerpts 829 870
(3) Over two (2) minutes of excerpts:
- for the first two (2) minutes 829 870
and and
- for each minute or portion thereof
in excess of two (2) minutes 330 347

k. If Company shall produce a motion picture budgeted at

$125,000 or more intended primarily for television
release and it shall thereafter release such motion picture
theatrically in any country in the world, Company shall
pay to writer any amount by which the established flat
deal theatrical motion picture minimum for such motion
picture at the time of its production shall exceed the total
of the minimum applicable compensation and minimum
theatrical exhibition payments required to be made
hereunder. The established flat deal theatrical motion
picture minimum shall be the compensation set forth in
Article 13.A. hereof.

14. Additional Compensation for Certain Use of Material to Which

Separated Rights Do Not Apply

Except as hereinbelow specifically provided, the Company shall

have the right to use the literary material written for a serial,
episodic series, unit series, or one-time television program in
any field or medium whatsoever without any obligation to pay
to the writer(s) thereof additional compensation. Additional
compensation shall be paid to the writer of a story or (subject to
the next sentence hereof) teleplay or story and teleplay for an
established serial or episodic series, or for a unit series or one-
time television program to which separated rights do not apply
(and when specific use is made of the writer’s material, rather
than, for example, the source material only), as provided in this
subparagraph 14., provided that the terms of this Basic
Agreement relating to rights in material apply to such story,
teleplay or story and teleplay as provided in Article 2 of this
Basic Agreement. If such a teleplay be based upon a story in
the public domain or upon a story owned by the Company, the
writer of such teleplay shall not be entitled to any payments
under the provisions of this subparagraph 14., except as
provided in subparagraph l. below. A writer employed to
rewrite or polish a teleplay written by another person shall not
be entitled to any payments under this subparagraph 14. If
more than one writer qualifies for additional compensation

- 161 -
 under this subparagraph 14., the Guild shall determine the
division of such additional compensation among them.

Such additional compensation shall be as follows:

a. If Company produces a theatrical motion picture based

upon such material, it will pay to the writer whichever is
the greater of (1), (2) or (3) below:

(1) Effective
11/1/04-10/31/05 $7,480
11/1/05-10/31/06 7,704
11/1/06-10/31/07* 7,935

(2) Two percent (2%) of the above-the-line costs

(excluding all theatrical script writing costs and
deducting from the above-the-line costs the
following arbitrary amount representing the value
of the underlying rights):

Effective
11/1/04-10/31/05 $6,581
11/1/05-10/31/06 6,778
11/1/06-10/31/07* 6,981

(3) the applicable minimum compensation for a

screenplay under the then current Basic
Agreement.

b. If Company licenses or grants to any third party the right

to use the material as the basis for a theatrical motion
picture, it shall require such third party to agree in
writing to pay to the writer the greater of the amount set
forth in subparagraph 14.a.(1) or (2) above, and such
undertaking by the third party will relieve the Company
of any obligations to the writer in connection with such
license or grant.

c. If Company produces a radio program based upon such

material, it will pay to the writer the following:

For Each For Each Unlimited Right to

National Radio Regional Radio Use in Syndication
EFFECTIVE
Network Network Any Transcription
Broadcast Broadcast Made of a Program
11/1/04-10/31/05 $374 $247 $247
11/1/05-10/31/06 385 254 254
*
11/1/06-10/31/07 397 262 262

*
See page 72.

- 162 -
d. If the Company licenses or grants to any third party the
right to use the material as the basis for a radio program,
Company will pay to the writer an amount equal to fifty
percent (50%) of Company net receipts therefrom. The
net receipts to the Company shall be computed by
deducting from the gross amounts paid to the Company
on account of such license or sale of the radio rights all
royalties, license fees or participations which the
Company is contractually obligated to pay by reason of
the license or grant of the radio rights, together with
agents’ commissions, if any, on the license or grant of
such radio rights.

e. If Company exercises the dramatic rights in such material

by producing a play on the speaking stage, it will pay to
the writer an amount equal to one percent (1%) of the
gross box office receipts of the play.

f. If the Company licenses or grants to any third party the

right to use the dramatic rights in the material, Company
will pay to the writer an amount equal to twenty-five
percent (25%) of the gross receipts derived by the
Company from the license or sale of such rights.

g. If the Company licenses or grants to any third party or

exercises itself the publication rights to such material
(other than publication rights customarily granted for
advertising or publicizing the exploitation of any other
rights in the material), Company will pay to the writer an
amount equal to twenty-five percent (25%) of the
Company’s net receipts derived therefrom.

If the Company licenses or grants to any third party, or

exercises itself, the right to produce or reproduce such
material on phonograph records, cartridges, compact
devices or any other devices which are audio only,
Company will pay to the writer or writers as a group an
amount equal to that fraction of twenty-five percent
(25%) of the Company’s net receipts derived from the
licensing, grant or use of the literary material which is
equal to the fraction of the overall material in the
applicable audio device which such material constitutes.
Notwithstanding the foregoing, if such material
constitutes more than fifty percent (50%) of the overall
material in the applicable audio device, the Company will
pay the writer or writers as a group an amount equal to
twenty-five percent (25%) of the Company’s net receipts
derived therefrom. For purposes of this subparagraph g.,
the Company’s net receipts in each instance shall be
computed by deducting from the gross amounts paid to
the Company or its licensing agent, whether affiliated or
otherwise, with respect to the licensing, grant or use of
such material, all costs, expenses and charges incident

- 163 -
 thereto, including a distribution or servicing fee by the
Company (which will include any and all subdistribution
or subservicing fees), which fee shall be reasonably in
accordance with customary distribution or servicing fees
charged in the industry. When Company licenses or
grants any such rights to a subsidiary or other related
entity, the gross amounts referred to in the preceding
sentence shall be the amounts specifically paid to the
Company for such license, grant or use, subject to there
having been good faith bargaining between the Company
and such subsidiary or related entity. Company shall
account to the writer(s) entitled to payments under this
subparagraph g. on no less than an annual basis; provided
that no accounting need be made for any twelve (12)
month period following the twelve (12) month period
during which the Company received no gross amounts
with respect to the applicable audio device.

h. Character payments

(1) (a) If the writer introduces a new character in

the serial or episodic series, and the
characterization of such character is fully
developed and fully described in the
material written by the writer, and from such
development and description the character
appears to be unique and the principal
creation of the writer, and if the Company
uses such character as the central character
with a continuing role in a new and different
serial- or episodic-type free television series,
the Company will pay to the writer the sum
specified in the following table for each
episode of such new and different series
produced and broadcast, provided that such
writer shall be entitled only to sixty percent
(60%) of said amount for fifteen (15) minute
episodes, but shall be entitled to one
hundred ninety percent (190%) of said
amount for sixty (60) minute episodes and
two hundred fifty percent (250%) of said
amount for ninety (90) minute or longer
episodes. Said applicable amount shall be
paid in the same manner as provided in
subparagraph 2. of Article 16.B. with
respect to television series sequel rights and
rerun payments will be made in accordance
with Article 15.B., the “applicable minimum
compensation” for such purpose being said
applicable amount.

- 164 -
 For such characters in literary material
written hereunder by writer during

11/1/04-10/31/05 $1,551
11/1/05-10/31/06 1,598
11/1/06-10/31/07* 1,646

The character payments provided by this

subparagraph (1)(a) shall not apply if any
writer, including the creator of the character,
is entitled under Article 16.B. to separation
of rights in the new and different serial or
episodic series. However, if separation of
rights does exist in the new and different
serial or episodic series and the writer who
previously introduced the central character
is not a participant in such separated rights,
said writer alternatively shall be paid, with
respect to each episode of the new serial or
series in which the character appears, the
lesser character payment which now applies
to a principal character used in subsequent
episodes of the same series in which it is
introduced.

(b) If the writer introduces a new character in

the serial or episodic series, and the
characterization of such character is fully
developed and fully described in the
material written by the writer, and from such
development and description the character
appears to be unique and the principal
creation of the writer, and if the Company
uses such character as the central character
with a continuing role in a new and different
serial- or episodic-type series produced
pursuant to Appendix B of this Basic
Agreement, the Company will pay to the
writer the following amounts as a one-time
payment for each episode of such new and
different series produced and broadcast:

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 minutes or less $ 911 $ 938 $ 966
30 minutes or less
(but more than 15) 1,818 1,873 1,929
60 minutes or less
(but more than 30) 2,730 2,812 2,896
90 minutes or longer 3,640 3,749 3,861

*
See page 72.

- 165 -
 Said applicable amount shall satisfy all
obligations of the Company to such writer,
and no additional sum or sums shall be
payable by reason of any use of such
episodes.

The character payments provided by this

subparagraph (1)(b) shall not apply if any
writer, including the creator of the character,
is entitled under Article 16.B. to separation
of rights in the new and different serial or
episodic series. However, if separation of
rights does exist in the new and different
serial or episodic series produced pursuant
to Appendix B and if the writer who
previously introduced the central character
is not a participant in such separated rights,
said writer alternatively shall be paid, with
respect to each episode of the new serial or
series in which the character appears, the
lesser character payment which now applies
to a principal character used in subsequent
episodes of the same series in which it is
introduced.

(2) If a writer for an established episodic series creates

a principal character who is distinct and
identifiable, and is fully developed and fully
described in the material written by the writer, and
from such development and description the
character appears to be unique and other than
generic and the principal creation of the writer, the
Company will pay such writer the sum specified in
the following table for each subsequent episode of
such series in which the character appears.

For such characters in literary material written

hereunder by writer during

11/1/04-10/31/05 $443
11/1/05-10/31/06 456
11/1/06-10/31/07* 470

Commencing with the 2005-2006 television

season, the foregoing payments shall be submitted
to the Guild’s Residuals Department no later than
sixty (60) days following the completion of
principal photography of the last episode of the
season.

*
See page 72.

- 166 -
 The character shall not be deemed unique, as
required by the foregoing, if the character is played
by an actor who plays himself or herself, or plays
an established alter ego.

Company shall be liable for no more than four (4)

such payments (or no more than an amount equal
to four (4) such payments) for characters on any
one (1) episode, unit or program and the writer(s)
of the pilot script for any such series shall not be
eligible for such payments at all with respect to
characters in such pilot script subsequently used in
episodes of the series.

Uses of a character in separate episodes of a multi-

part closed-end series shall not constitute the use
of the character in a new and different episode for
the purposes of this Agreement, if the writer who
created the character is a participating writer on the
subsequent episode.

The character payments provided for by this

subparagraph (2) are not subject to rerun
payments.

(3) Payments for use of a character which meets the

criteria of this Article 15.B.14.h., but which is
introduced in a unit of a unit series or a one-time
free television program to which separation of
rights does not apply, shall also be made as
follows:

(a) If used as the central character with a

continuing role in a new and different serial
or episodic series to which separation of
rights does not apply, the same character
payment as provided in the applicable table
in subparagraph (1) above; or

(b) If used as a principal character in a new and

different unit of a unit series or in a new and
different one-time television program, to
which separation of rights does not apply,
the same character payment as provided in
the table in subparagraph (2) above.

(3.1) Payments for use of a character which meets the

criteria of Article 15.B.14.h. but which is
introduced in a unit of a unit series or a one-time
program produced pursuant to Appendix B of this
Basic Agreement, to which program or series
separation of rights does not apply, also shall be
made as follows:

- 167 -
 (a) If used as the central character with a
continuing role in a new and different serial
or episodic series produced pursuant to
Appendix B, to which separation of rights
does not apply, the same character payment
as provided in the table in subparagraph
(1)(b), above, or

(b) If used as a principal character in a new and

different unit of a unit series or in a new and
different one-time program produced
pursuant to Appendix B to which separation
of rights does not apply, the same character
payment as provided in the table in
subparagraph (2) above.

(3.2) If a writer introduces a new character in a serial or

episodic series, and the characterization of such
character is fully developed and fully described in
the material written by the writer, and from such
development and description the character appears
to be unique and the principal creation of the
writer, and if the Company uses such character as a
principal character in a theatrical motion picture,
the Company will make the following one-time-
only payment to such writer for each theatrical
motion picture in which such character is used:

11/1/04-10/31/05 $7,931
11/1/05-10/31/06 8,169
11/1/06-10/31/07* 8,414

The character payments provided by this

subparagraph (3.2) shall not apply:

(a) if the creator of the character is also the

writer of the screenplay containing such
character; or

(b) if the creator of the character is entitled to

separation of rights under Article 16.B. in
the serial or episodic series from which the
character was taken.

The foregoing payment shall be made within thirty

(30) days after release of such theatrical motion
picture.

(4) A dispute between writers as to who created such a

character shall be determined by the Guild in
accordance with its credit arbitration proceedings.

*
See page 72.

- 168 -
 (5) If the Company licenses or grants to any third
party the right to use such a new character in the
manner described in this subparagraph h., the
Company will require such third party to agree in
writing to pay to the writer the amounts
hereinabove provided, and such undertaking by the
third party will relieve the Company of any
obligations to the writer in connection with such
license or grant.

i. In the event that such a teleplay is used for a live

television broadcast, and no writer is employed to
rewrite, adapt or revise such teleplay for the live
broadcast, the provisions of Article 13.B.7.o. shall apply.

j. In the event that a writer is employed to rewrite, adapt or

revise such material for a live television broadcast, and
such rewritten, adapted or revised material shall be used
for a live television broadcast, the provisions of Article
13.B.7.o. shall apply.

k. [Deleted.]

l. The writer of a teleplay based upon a story in the public

domain shall be entitled to payments under the foregoing
provisions of this subparagraph 14. if such teleplay is
substantially used by Company in any field or medium
referred to in said provisions and such public domain
story was suggested by the writer in a written proposal
made to Company by the writer and the use in question
otherwise meets the conditions set forth in this
subparagraph 14. In addition:

(1) If such a teleplay is used for the production of a

free television motion picture which is the pilot of
an episodic series or serial which is an established
series or serial by virtue of being based upon such
public domain story, the writer thereof shall be
entitled to a payment in the amount specified in the
following table for each episode in such series or
serial which is thereafter produced and broadcast
substantially utilizing the writer’s creative
treatment embodied in such teleplay; provided,
however, that said writer shall be entitled only to
sixty percent (60%) of said amount for fifteen (15)
minute television motion pictures, but shall be
entitled to one hundred ninety percent (190%) of
said amount for sixty (60) minute television
motion pictures and two hundred fifty percent
(250%) of said amount for ninety (90) minute or
longer television motion pictures.

- 169 -
 For such teleplay written hereunder by writer
during

11/1/04-10/31/05 $1,551
11/1/05-10/31/06 1,598
11/1/06-10/31/07* 1,646

Except as provided in subparagraphs 1. and 2. of

this Article 15.B., the applicable payment referred
to in the preceding sentence shall satisfy all
obligations of the Company to the writer, and no
additional sum or sums shall be payable by reason
of any use of such episode; or

(2) If such teleplay is used for the production pursuant

to Appendix B of this Basic Agreement of a
program which is the pilot of an episodic series or
serial which is an established series or serial by
virtue of being based upon such public domain
story, the writer thereof shall be entitled to a one-
time payment of the following for each episode in
such series or serial which is thereafter produced
pursuant to Appendix B and broadcast and which
substantially utilizes the writer’s creative treatment
embodied in such teleplay:

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 minutes or less $ 911 $ 938 $ 966
30 minutes or less
(but more than 15) 1,818 1,873 1,929
60 minutes or less
(but more than 30) 2,730 2,812 2,896
90 minutes or longer 3,640 3,749 3,861

The applicable payment referred to in the

preceding sentence shall satisfy all obligations of
the Company to the writer and no additional sum
or sums shall be payable by reason of any use of
such episode.

Nothing in subparagraphs (1) or (2) above shall

give to the writer any rights to payment under this
subparagraph 14. with respect to any use by the
Company of the public domain material itself as
distinct from the use of the writer’s teleplay based
thereon, nor impair the Company’s right to deal
with such public domain material freely without
obligation to the writer or anyone. The question of
whether the writer suggested and furnished such

*
See page 72.

- 170 -
 public domain story and the question of whether
the Company substantially used the writer’s said
creative treatment in subsequent episodes or in
another field or medium entitling the writer to a
payment hereunder shall be subject to the
grievance and arbitration provisions of Articles 10,
11, and 12 herein. A decision under such
procedures as provided in said Articles 10, 11, and
12 shall be binding upon the Company, the Guild
and the individual writer or writers involved. The
only and maximum remedy under such procedures
shall be the applicable minimum additional
payment as provided in these subparagraphs (1)
and (2).

m. If the Company licenses or grants to any third party the

merchandising rights to such material (as described in
Article 1), Company will pay to writer an amount equal
to five percent (5%) of Company’s net receipts (as net
receipts are defined in subparagraph g. of this
subparagraph 14.) derived from such merchandising
rights. Comic books, magazine publications, comic
strips, cut-outs, and other activity books shall be deemed
to be included as merchandising rights.

n. Notwithstanding any other provision of this Agreement,

if the writer

(1) first describes in literary material an object or thing

which is fully described in such literary material
and by such description appears to be unique and
original; and/or,

(2) introduces a character and the characterization of

such character is fully developed and fully
described in the material written by the writer and
from such development and description the
character appears to be unique and the principal
creation of the writer,

and an interactive program is based upon such object,

thing or character, the writer will be paid as provided in
Article 64.

o.10 Company shall give notice to Guild on completion of

arrangement for uses under this subparagraph 14.

10
The text of subparagraph o. in this Agreement was contained in subparagraph n. in the
1988 MBA, as modified by the 1992 Extension Agreement, and in predecessor Basic
Agreements.

- 171 -
15. Simulcasts

When a television motion picture to which the provisions of

this Basic Agreement apply is simulcast, the applicable
minimum compensation prescribed in subparagraphs a., b., c., e.
and h. of Article 13.B.7. shall be increased by thirty-three and
one-third percent (33 a %); provided that such additional
payment shall not be deemed to be part of the “applicable
minimum compensation” for the purpose of rerun or theatrical
release payments required by this Basic Agreement, and such
additional thirty-three and one-third percent (33 a %) shall be
the sole payment required to be made by the Company under
this Basic Agreement for simulcasting the material. The
minimum compensation for a simulcast of a program covered
by 13.B.7.d. shall be the minimum set forth in that section plus
thirty-three and one-third percent (33 a %) of the minimum set
forth in 13.B.7.a., b. or c.

16. Basic Cable

a. and b. (See Appendix C, pages 497-501.)

c. [Inserted as unnumbered paragraph immediately

preceding Article 1, DEFINITIONS.]

17. Company shall notify the Guild in writing of any English

language change(s) made by the Company in the title(s) of
episode(s) and/or series of which reruns are shown on the
network, in syndication or in foreign markets. Company will
deliver such written notice to the Guild not later than thirty (30)
days after Company changes the title(s).

- 172 -
ARTICLE 16 SEPARATION OF RIGHTS

A. THEATRICAL

1. Definitions

For the purpose of this Section A., Theatrical, the following

terms or words used herein shall have the following meanings:

a. The term “dramatic rights” means the right of

presentation in dramatic form on the speaking stage with
living actors appearing and performing in the immediate
presence of an audience, without any recordation,
transmission or broadcast thereof intended for or
permitting concurrent or future aural, or visual and aural,
reception or reproduction at places away from the
auditorium or other place of performance.

b. The term “publication rights” includes the right of

publication in all writing forms and all writing media,

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 excluding only comic books, comic strips and newspaper
comics.

The provisions of this paragraph shall apply only to

material subject to this Basic Agreement and acquired
after the effective date hereof under contracts subject to
and entered into after the effective date of this Basic
Agreement.

c. The term “sequel,” as used with reference to a particular

motion picture, means a new theatrical motion picture in
which the principal characters of the first theatrical
motion picture participate in an entirely new and
different story.

d. The term “assigned material” means all material in

writing or any other fixed form, of every nature that the
Company has furnished the writer (or to which the
Company has directed the writer) upon which material
the Company intends the story (or story and screenplay)
to be based or from which it is to be, in whole or in part,
adapted. The term “assigned material” may include
public domain material or a character or characters
proposed for use in the story (or story and screenplay).

2. Initial Qualification

The Company agrees that if a writer, while in the employ of the

Company, writes an original story (or original story and
screenplay), including a complete and developed plot and
character development, he/she shall be initially qualified for
separation of rights hereunder. A writer shall be deemed to
have written a complete and developed plot and character
development if he/she does so himself/herself or if the product
of the work of such writer and writers previously (but after June
13, 1960) employed hereunder together constitute such a
complete and developed plot and character development.
Company also agrees that if it purchases from a professional
writer such a story (or story and screenplay) written by such
person, such person shall be initially qualified for separation of
rights hereunder. If at the time of the transfer of rights to the
material so purchased there is in existence a valid agreement for
the publication or dramatic production of such material, then,
for the purpose of this Article 16.A., such material shall be
deemed to have been published or exploited.

With respect to a writer employed by the Company, if there is

assigned material then:

a. If the employment agreement (or written assignment

delivered by the Company to the writer, in the case of a
term contract, week-to-week contract, or multiple picture
type employment) designates as the assigned material

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 upon which the motion picture is to be based, or from
which it is to be adapted, a story contained in a book,
magazine, screenplay, play or other dramatic
composition, treatment or story in any other form, then
the writer, or any other writer working thereon, shall not
be qualified for separation of rights unless:

(1) With the knowledge and prior or subsequent

consent of the Company the writer departed from
the story contained in such assigned material and
created an original story (or original story and
screenplay) of the nature first described in this
subparagraph 2., to the extent that there is no
longer any substantial similarity between such
story written by the writer and such story
contained in the assigned material; or

(2) The assigned material designated in the

employment agreement or written assignment was
not actually available to the writer, and the writer
creates a story (or story and screenplay) of the
nature first described in this subparagraph 2.

If the writer makes either of such contentions and the

Company and writer cannot agree thereon, either the
writer or the Company may submit the issue to
arbitration and if it is determined by arbitration that the
facts were as described in subparagraphs (1) or (2) above,
then such writer shall be initially qualified for separation
of rights hereunder.

b. If a character or characters furnished by the Company is

intended by the Company to be a principal character in
the motion picture, and if such character was taken from
material of any nature theretofore published or exploited
in any manner or by any medium, and if such character is
used in the screenplay as a principal character, then the
writer shall not be qualified for separation of rights
hereunder. If, however, any such character furnished by
the Company as aforesaid was a minor character in
previously published or otherwise exploited material, and
with the prior or subsequent consent of the Company was
converted by the writer into a principal character in the
story (or story and screenplay) of the nature above
described in this subparagraph 2., written by the writer,
and if no minor character as furnished by the Company
(as distinguished from such character or characters as
developed by the writer) constitutes a substantial
contribution to the final screenplay, and if no principal
character furnished by the Company remains a principal
character in the motion picture, then such writer shall be
initially qualified for separation of rights hereunder. If
such character or characters furnished by the Company

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 were not taken from material theretofore published or
exploited in any manner or by any medium, and if the
writer were otherwise qualified for separation of rights
hereunder, the writer shall not be deprived of such
separation of rights, unless such character or characters
furnished by the Company constitute a substantial
contribution to the final screenplay, in which latter event
such writer shall not be qualified for separation of rights
hereunder.

3. Final Qualification

If it is determined, in the manner provided in Theatrical

Schedule A attached hereto, that the writer of the story (or story
and screenplay), initially qualified for separation of rights as
above provided, is entitled to receive “Story by” or “Written by”
or “Screen Story by” credit, he/she shall be entitled to
separation of rights in the following areas:

a. Publication Rights. Publication rights throughout the

world in the “separable material,” as hereinafter defined,
shall be licensed exclusively to the writer on a royalty-
free basis both for the original term of copyright and for
any extensions and renewals thereof, without the
necessity for the execution by the Company of any
further instrument, except as expressly provided below
and subject to the provisions of subparagraphs 7.e. and
10. hereof and to the following:

(1) No publication rights may be exercised by the

writer prior to the expiration of three (3) years
from the date of the employment contract (or the
date of the assignment of the writer in the case of a
term contract, week-to-week contract or multiple
picture type employment) or three (3) years from
the date of acquisition in case the material is
purchased, or prior to the expiration of six (6)
months following the general release of the motion
picture, whichever is earlier. However, if principal
photography of the motion picture commences
during the third year of the period specified above,
then no publication rights may be exercised by the
writer prior to the expiration of six (6) months
following the general release of the motion picture
or one (1) year following commencement of
principal photography, whichever shall first occur.
Notwithstanding the foregoing provisions of this
subparagraph (1), the time restrictions on the
exercise by the writer of hardcover publication
rights shall not extend beyond the commencement
of the general release of the motion picture.

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(2) The Company shall be entitled to and shall own the
exclusive right to make, publish and copyright or
cause to be made, published and copyrighted in the
name of the Company or its nominee, serially or
otherwise, in any and all languages and throughout
the world, synopses, summaries, resumes,
adaptations, stories and fictionalized versions of
and excerpts from any screenplay or photoplay, in
any form and in any publication media (with or
without illustrations) for the purpose of
advertising, publicity or exploitation, of the motion
picture based on such material, provided that any
single photo-novel publication may not exceed
5,000 words in length or 7,500 words in length for
any other single publication.

(3) If a Company desires to publish, or cause to be

published, a “paperback” type of novelization for
the purpose of publicizing or exploiting such
motion picture, the Company shall have the right
to do so (and without being subject to any
limitation on the number of words) if it follows
either of the following procedures:

(a) Regular Procedure

(i) Publication shall not take place earlier

than six (6) months prior to the initial
scheduled release date of the motion
picture. The Company shall give
written notice to the Guild and to the
writer(s) entitled to separation of
rights, specifying Company’s desire
for such publication and the names of
at least three (3) publishers (not more
than one (1) of which may be
affiliated with Company) who are
acceptable to the Company.

(ii) The Company may also submit to

such writer(s) a proposed arrangement
for publication which may include the
right to publish, novelization by any
person, and the use of the “art work”
referred to below (“a package
proposal”).

(iii) If the qualifying “Story by,” “Screen

Story by” or “Written by” credit is
shared by more than one (1) writer,
said writers shall determine which
writer shall have the right to negotiate
with the publisher for the right to

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 publish and for the services of one (1)
of said writers for novelization. If the
writers cannot reach agreement, the
Guild will determine which of such
writers shall have the right to
negotiate the right to publish and
which of such writers is to write the
novelization.

(iv) In any event, the Company shall be

notified by the Guild within ten (10)
days of the Company’s giving notice
of the name of the writer(s) who shall
negotiate (the “negotiating writer”)
and the name of the writer(s) who will
write the novelization. If the
negotiating writer(s) approves the
package proposal, publication may
proceed on that basis.

(v) In the event that an agreement reached

by the negotiating writer(s) shall
result in a deal for both rights and
services, two-thirds ( b ) of all monies
payable shall be for the right to
publish and one-third ( a ) shall be for
services.

(vi) A publication agreement entered into

by the negotiating writer(s) shall
provide that the Company shall
control the time of publication and the
time and locale of release. The
Company shall retain the exclusive
right to arrange for and to keep, as its
sole property, payment for any
legends, advertising material, stills
and any other elements furnished by
the Company (hereinafter “art work”),
but not title and logo.

(vii) The publisher selected by the writer

shall have the right to use the title and
logo (but not including the likeness of
characters except as provided below)
of the motion picture for use in
connection with or on the novelization
and the Company shall be paid for
such use twenty-five percent (25%) of
the monies paid for publication rights.
Except as provided in the preceding
sentence, all payments for the right to
publish shall be made to and retained

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 by the writer(s). The publisher shall
have the right, in connection with or
on the novelization, to use the
likeness of a character or characters
appearing in the motion picture only
when all of the following conditions
are present: (A) such likeness is an
inextricable part of the logo; (B) the
Company has the right to authorize
such use; and (C) no additional
payments will be required of
Company as a result of such use.

(viii) If the Guild does not give the notice

referred to in subparagraph (iv) above
within the aforementioned ten (10)
day period, or if the writer(s) does not
elect to write the novelization or if the
writer does not consummate a
publication agreement with a
publisher within thirty (30) days after
the notice referred to in subparagraph
(a)(i) above, then the Company shall
have the right, on such terms as it may
elect, to cause the novelization to be
published by such publisher as it may
elect. If the compensation to be paid
the person writing such novelization
exceeds that offered by a publishing
company for the services of a
writer(s) with separated rights who
was selected to write such
novelization pursuant to this
subparagraph, then such writer will be
given an opportunity to write the
novelization for such increased
compensation.

(ix) Copyright in any novelization written

pursuant to this subparagraph (3) shall
be taken and remain in the name of
the Company or its nominee.

(b) Expedited Procedure

(i) The Company may request the Guild

at any time to specify the “negotiating
writer” and the writer(s) who will
write the novelization. If at the time
of the Company’s request the credits
are not determined and there has been
more than one (1) participating writer,
the Guild will expeditiously

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 determine the writer entitled to
“preliminary separation of rights” in
accordance with the provisions of
Theatrical Schedule A.

If at the time of the Company’s

request there is only one (1)
participating writer, then such writer
will be named by the Guild as the
negotiating writer and the writer who
will write the novelization.

(ii) The negotiating writer will have the

right to negotiate with the publisher(s)
named by the Company for
publication of the novelization.

If the Company names only a

publisher which is an affiliate or
subsidiary of the Company, such
publisher will promptly make a
proposal to the writer for the
publication of the novelization. The
writer will have a period of thirty (30)
days to negotiate with another
publisher of commensurate status in
the publishing industry. If writer
obtains a better proposal from the
other publisher, he/she will offer it to
the Company-named publisher on a
first refusal basis. If the Company-
named publisher does not meet the
terms within five (5) business days,
the writer may proceed with a
publication agreement with the other
publisher.

(iii) If the negotiating writer enters into a

publication agreement and thereafter
the Guild determines that any other
writer has an interest in the separation
of rights, the negotiating writer shall
be required to share the proceeds of
such publication in such proportion as
determined by the Guild and all the
participating writers shall be bound by
the Guild’s determination.

(iv) If the negotiating writer does not enter

into a publication agreement within
the thirty (30) day period, the
Company may cause the novelization
to be published and the payments

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 which would be due the negotiating
writer will be paid to the Guild for the
account of the writer or writers
ultimately determined by the Guild to
be entitled to separated rights.

(v) At Company’s election, the

publication may take place earlier
than six (6) months prior to the initial
scheduled release date of the motion
picture; provided, however, that such
publication must be for the purpose of
publicizing or exploiting the motion
picture and, provided further, that
principal photography of the motion
picture must be commenced prior to
the actual publication date.

If Company elects the expedited procedure in

subparagraph (b) above, and the negotiating writer
enters into a publication agreement pursuant
thereto, in all other respects the provisions of the
regular procedure in subparagraph (a) above shall
apply, including Company’s sole control of
licensing of the “art work,” except for title and
logo.

If the negotiating writer does not enter into the

publication agreement within the applicable
aforementioned period, the Company will
nevertheless pay or cause to be paid to the writer,
if any, entitled to separation of rights, a $3,500.00
advance against an amount equal to thirty-five
percent (35%) of the Company’s adjusted gross
receipts from the publisher with respect to such
publication. Adjusted gross receipts are the total
receipts received by the Company from the
publisher with respect to such publication less only
(A) the actual monies paid for the writing of such
novelization (but for the purpose hereof, deduction
of such monies shall not be greater than an amount
reasonably in accordance with customary amounts
paid by the established publishing companies for
the paperback novelization of motion picture
screenplays), and (B) the sum of $7,000.00 which
shall be deemed to be, for this purpose only, the
cost of the art work. The term “novelization,” as
used in the preceding sentence, means a
novelization which is based upon the separable
material and utilizing the separable material in a
manner which would constitute a copyright
infringement of such separable material of the
writer if the writer were the sole copyright owner

- 180 -
 thereof. At the request of Company, in case of
conflict between the time periods delineated
hereinabove and the release schedule of the
picture, the Guild will give reasonable waivers to
reduce the applicable period for negotiation by the
negotiating writer.

(4) If the writer exercises any of the publication rights,

and on each occasion that the writer exercises the
publication rights licensed to him/her hereunder,
copyright in the published work shall be taken and
remain in the name of the Company or its
nominee; writer shall cause the publisher to
comply with all necessary copyright formalities;
and the Company shall have, and is hereby granted
all rights of every nature in and to the published
work, including the right to extend or renew the
copyright, except for such rights, if any, as may
have been expressly reserved by the writer under
and pursuant to his/her employment agreement or
in the agreement for the purchase of unpublished
and unexploited material from a Guild member,
and excepting also the publication rights and
dramatic rights therein, to the extent that
publication and dramatic rights are licensed to and
permitted to be used by the writer under all the
terms and provisions of this Article 16.A. If the
writer arranges for the publication of a novel or
short story, as permitted hereunder, all royalties
and other monies received by such writer under the
publication agreement between the publisher and
the writer shall be the sole property of the writer.

(5) If the writer exercises any publication rights

licensed him/her hereunder, the writer shall have
the right to make his/her own arrangements for
publication of the novel or short story, as permitted
hereunder, and shall have exclusive control of all
matters relating to such publication, except as
expressly provided in subparagraph (4) above and
this subparagraph (5) in connection with such
exercise. As soon as practical after the writer has
the same, but in any event within a reasonable
period prior to the publication thereof, the writer
will submit to the Company a copy or proof of the
work in the form in which it is to be published
together with a reasonably detailed statement of
the manner in which the publication will be made.
The writer will not use the title of the motion
picture as the title of his/her published work
without the prior written consent of the Company;
and if the Company requests the writer to use the
title of the motion picture as the title of his/her

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 published work, the writer agrees to do so. If,
prior to the release of the motion picture by the
Company, it is determined that the writer is
entitled to separation of rights in the manner
hereinafter provided and, if, prior to such release,
the writer exercises any publication rights licensed
hereunder, the Company may, but shall not be
required to, use the title of the published work or
any translation or adaptation thereof as the title of
the motion picture.

(6) The term “publication rights,” for purposes of this

Article 16.A. only, includes the right to publish a
script in whole or in substantial part. The
Company and, subsequent to the time periods set
forth in Article 16.A.3.a.(1), the writer, each shall
have the non-exclusive right to publish less than a
substantial portion or portions of a script.

b. Dramatic Rights.

(1) If the Company or its licensee has commenced

active development, as defined in subparagraph (8)
below, of a bona fide dramatic stage production
intended to exploit the dramatic rights in the story,
screenplay or motion picture within three (3) years
following the general release of the motion picture,
but the Company or its licensee fails to stage a
bona fide dramatic production within five (5) years
following the general release of the motion picture,
or

(2) if the Company or its licensee does not exploit or

cause to be exploited, as defined in subparagraph
(1) above, such dramatic rights at any time prior to
three (3) years following the general release of the
motion picture, or

(3) if the Company does not commence the principal

photography of the motion picture within five (5)
years (plus the aggregate of periods, not to exceed
six (6) months, that commencement of
photography is postponed by “force majeure” type
contingencies occurring within the last six (6)
months of the five (5) year period) following the
date of the employment contract (or the date of the
written assignment in the case of a term contract,
week-to-week contract or multiple picture type
employment) or the date of acquisition if the
material is purchased,

then, in any of such events, the Company shall lose its

rights to exploit the dramatic rights and, thereafter, the

- 182 -
dramatic rights throughout the world in the separable
material shall be licensed exclusively to the writer on a
royalty-free basis both for the original term of copyright
and any extension or renewals thereof without the
necessity for the execution by the Company of any
further instrument, except as expressly provided below
and subject to the provisions of subparagraph 7.e. hereof
and to the following:

(4) If the writer exercises the dramatic rights licensed

to him/her hereunder, the Company shall be the
copyright proprietor of the dramatic work and, if
the dramatic work is registered for statutory
copyright, copyright therein shall be taken and
remain in the name of the Company or its nominee.
Whether or not writer registers the dramatic work
for statutory copyright, the Company shall acquire
all rights of every nature in and to the dramatic
work, including the right to extend and renew the
copyright, except for such rights, if any, as may
have been expressly reserved by the writer under
and pursuant to his/her employment agreement or
in the agreement for the purchase of unpublished
and unexploited material from a Guild member and
except for the publication rights and dramatic
rights therein (but only to the extent that such
publication rights and dramatic rights are licensed
to and permitted to be used by the writer under all
of the terms and provisions of this Article 16.A.)
and except for such musical compositions
interpolated in the dramatic work (but not
contained in whole or in part in the story,
screenplay, or motion picture nor acquired in
whole or in part from the Company), which neither
contributes to nor forms a part of the story line of
the dramatic work. With respect to the musical
compositions in which the Company acquires
rights under the preceding sentence, nothing
contained in such sentence shall be construed to
grant to Company any rights in any such musical
compositions which are greater than the maximum
rights therein at any time acquired or controlled by
the writer.

(5) If the Company, within the period above

mentioned, exploits the dramatic rights, the
Company will pay or cause to be paid to the writer
sums equal to fifty percent (50%) of the minimum
amounts payable to an “Author” under the terms of
the Minimum Basic Production Contract
recommended by the Dramatists Guild of the
Authors League of America, Inc., in effect upon
the commencement of the dramatic performance,

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unless the writer is the “Author” of the dramatic
work, in which case the writer shall only be
entitled to the minimum amounts payable pursuant
to such Minimum Basic Production Contract in
effect when the writing services as such “Author”
of the dramatic work are performed. Subject to the
provisions hereinafter contained in this
subparagraph (5), “minimum amounts,” as used in
this subparagraph (5), means and includes only the
minimum percentages of gross box office receipts
payable to an “Author” by a “Producer” under
such Minimum Basic Production Contract for a
non-musical play or a musical play, as the case
may be. The payments to be made under this
subparagraph (5) to the writer shall be made when,
as and if percentages of gross box office receipts
are paid to the “Author” by the “Producer” under
such Minimum Basic Production Contract, or
would otherwise be payable to such “Author,” as
aforesaid, except by reason of the deferment
thereof because of prepayment against such
percentages. For purposes of this subparagraph
(5), there shall not be offset against the minimum
percentages of such gross box office receipts
otherwise payable to such “Author” by such
“Producer” under such Minimum Basic Production
Contract payments set forth in “THIRD (a)” or
“FOURTH (a)” of the Minimum Basic Production
Contract now in effect (or comparable payments
set forth in any Minimum Basic Production
Contract hereafter in effect) which such
“Producer” may have made thereunder to such
“Author,” nor shall any percentages of any such
payments be payable hereunder to the writer.
When, under such Minimum Basic Production
Contract, the “Producer” elects to pay to the
“Author” (as an alternative to the payment of the
percentage of the gross weekly box office receipts)
monies under “THIRD (c)(i)” or “THIRD (d)(i)”
of such Minimum Basic Production Contract for
non-musical plays now in effect or under “THIRD
(c)(i)” of such Minimum Basic Production
Contract for musicals now in effect, or elects to
make comparable alternative payments under any
Minimum Basic Production Contract hereafter in
effect, then, for purposes of this subparagraph (5),
“minimum amounts” shall mean and include only
such alternative payments at the minimum rates
therefor set forth in such Minimum Basic
Production Contract to the extent that such
alternative payments are made thereunder in lieu of
such percentage of the gross weekly box office
receipts. In the case of a musical play for which

- 184 -
 the person who has written the book therefor has
not also written the music and lyrics, such
“minimum amounts” means and includes only a
fraction of such minimum percentages of such
gross box office receipts or such alternative
payments at such minimum rates therefor, as the
case may be. Such fraction shall be the same as
the fraction of gross box office receipts or
alternative payments, as the case may be, to which
the person who has written such book is entitled
under such person’s agreement with such one (1)
or more persons who has or have written the music
and lyrics for such musical play.

(6) If the writer exercises the dramatic rights licensed

to him/her hereunder, he/she will, prior to the first
performance of the dramatic work, submit to the
Company a copy thereof, and the writer will not,
without the consent of the Company, use the title
of the motion picture or the story or screenplay, as
the case may be, as the title of the dramatic work.
If the Company requests the writer to do so, the
writer agrees to use the title of the motion picture
as the title of the dramatic work. If, prior to the
release of the motion picture by the Company, it is
determined that the writer is entitled to separation
of rights in the manner hereinafter provided and, if,
prior to such release, the writer exercises any
dramatic rights licensed hereunder, the Company
may, but shall not be required to, use the title of
the dramatic work or any translation or adaptation
thereof as the title of the motion picture.

(7) If the writer shall exploit the dramatic rights

licensed to him/her hereunder, and shall require
financing from any source, the writer shall first
offer the Company the opportunity to provide such
financing by a written notice to the Company,
setting forth in detail the terms and conditions
upon which the writer proposes to obtain such
financing. Within thirty (30) days after receipt of
such notice, the Company may notify the writer
that it elects to provide all or any part of such
required financing upon the terms set forth in the
writer’s notice. If, within such period, the
Company notifies the writer that it does not elect to
provide such financing, or fails within the thirty
(30) day period to respond to the writer’s notice,
then the writer may obtain the required financing
elsewhere, but the writer agrees that he/she will not
offer to any lender or investor terms or conditions
more favorable in any respect to such lender or
investor than those set forth in writer’s notice to

- 185 -
 the Company, without again notifying the
Company of such more favorable terms or
conditions, and permitting the Company a period
of thirty (30) days within which to accept or reject
the writer’s proposal in the manner above
provided. The provisions of this subparagraph
shall apply in each instance in which the writer
makes any change in any term or condition of
his/her financing offer more favorable to the lender
or investor than those set forth in the writer’s last
notice to the Company.

(8) The Company shall be deemed to have

commenced “active development” of a bona fide
dramatic stage production for purposes of this
Article 16.B.3.b. if the Company or its licensee has
expended significant financial resources to mount
such a production. Examples of significant
financial expenditures are:

(a) a writer has been engaged to write the book

or score for the dramatic stage production;

(b) a production designer or design team has

been engaged, or is in active preparation, for
the dramatic stage production; or

(c) a director has been engaged for the dramatic

stage production.

If the Company or its licensee later ceases to

actively develop the material for a bona fide
dramatic stage production, it shall notify the Guild
and the writer promptly in writing that the material
is no longer in active development for a stage
production.

c. With respect to a screenplay sold or licensed to Company

by a professional writer (as defined in Article 1.B.1.b.) to
which separation of rights applies, the Company shall
offer the first writer the opportunity to perform the first
rewrite services at not less than the applicable minimum
compensation for a rewrite. (If such writer is unable to
perform such services or waives his/her right, the
Company may engage another writer.) If the writer
performs the rewrite and Company thereafter
contemplates replacing the original writer, a senior
production executive who has read the material shall
discuss with the writer the Company’s view and give the
writer a reasonable opportunity to discuss continuing to
perform services on the project.

- 186 -
 In addition, the Company shall offer such writer the
opportunity to perform one (1) additional set of revisions,
if any are required by the Company, because of a
changed or new element (e.g., director or principal
performer) assigned to the development or production of
the writer’s screenplay. The Company’s obligation to
make such an offer shall exist for a period of three (3)
years after delivery of the writer’s first or final set of
revisions, whichever occurs later. However, this
obligation does not arise if the Company engaged another
writer to make revisions to the screenplay before the first
changed or new element was assigned to the project. If
the first writer is unable to perform such services or
waives his/her right, the Company may engage another
writer.

With respect to a screenplay written under employment

by a writer who has separation of rights therein, if the
Company contemplates replacing such writer, a senior
production executive who has read the material shall
discuss with the writer the Company’s view and give the
writer a reasonable opportunity to discuss continuing to
perform services on the project.

Disputes as to whether Company has complied with the

discussion requirements in the first and/or third
unnumbered paragraphs of this subparagraph c. may be
submitted to the “Hot Line” dispute resolution procedure
in Article 48.

d. With respect to an option of a screenplay written by a

professional writer (as defined in Article 1.B.1.b.) to
which separation of rights applies, the writer of the
optioned material shall be entitled, during the option
period, to perform the first rewrite of such material,
unless such writer is unavailable or waives this
requirement in writing in a separate document or in the
writer’s deal letter/memorandum. If such writer performs
such rewrite, the provisions of Article 16.A.3.c. shall be
deemed satisfied.

e. The Producer or a creative executive will consult with the

writer regarding each set of revisions requested of the
writer by the Company.

4. Separable Material

Separable material, in which a writer or writers entitled thereto

shall have separation of rights hereunder, refers to those
portions or elements of the story (or story and screenplay)
which are the original creation of such writer or writers.
Separable material shall not include any assigned material or
source material, and nothing herein contained shall be

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interpreted or construed as granting to the writer any rights of
any nature in or to such material. The writer agrees that he/she
will not make, or permit to be made, any use of any separable
material that would infringe upon the copyright (either common
law or statutory) or any other rights of the copyright proprietor
or other proprietor of any literary, dramatic or musical material.
With respect to public domain material incorporated in the
writer’s story (or story and screenplay), nothing herein
contained shall impair the Company’s right to use or deal in or
with such material at any time, in any manner or to any extent,
without the necessity for the writer’s consent, and without any
obligation to the writer. A writer who writes or contributes to
the writing of a screenplay based upon or adapted from an
original story created by another person, which person is
entitled to separation of rights hereunder, and which writer
would otherwise be entitled hereunder to separation of rights in
such story and screenplay had he/she written such story, shall
not be entitled to any separation of rights, but, under such
circumstances, such other person who has created such story
shall have the same rights in such story and screenplay as
though such screenplay were originated and created by him/her.
The writer employed to rewrite or polish a screenplay written
by another person shall not have any separation of rights
hereunder, and material originated or created by such writer
shall be separable material available to the writer entitled to
separation of rights with respect to such screenplay.

Only if the writer is employed, subject to this Agreement, to

write a story and such writer becomes entitled to separation of
rights hereunder, then if a person other than such writer is
employed subject to this Agreement to write a screenplay based
on such story, the Guild shall have the right to determine the
screenplay writer’s proportionate participation, if any, in the
distribution of the proceeds or payments, if any, from the
separated rights provided for in this Article, including sequel
payments (as distinguished from any compensation for
additional services to be rendered). However, such distribution
shall not entitle such screenplay writer to any separation of
rights. Provided the Company has complied with the relevant
provisions of this Basic Agreement relating to such payments,
payments made by Company to a writer in reliance on such a
determination made by the Guild shall be deemed to have been
made to the writer entitled thereto, insofar as the Company is
concerned and, as to such payments, Company shall have no
liability to any other writer under this provision. The Guild
shall notify the Company in writing of any rules, standards or
formula utilized by the Guild in determining participation, if
any, in the distribution of such proceeds, and also shall advise
the Company in writing of the screenplay writer’s proportionate
participation, if any, in such distribution of such proceeds.
Neither the contracts with the writers nor the names of the
writers shall be disclosed to the Guild Arbitration Committee, if
any, making such determination.

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5. Sequel and Interactive Payments

a. Notwithstanding the fact that the writer is entitled to

separation of rights hereunder, he/she shall have no
sequel rights in or to the motion picture or the separable
material; however, on each occasion that the Company
produces a theatrical motion picture which is a sequel to
a theatrical motion picture as to which a writer has been
granted separation of rights hereunder, the Company will
pay to the writer an amount equal to twenty-five percent
(25%) of the fixed compensation paid to the writer under
employment for his/her writing services in the writing of
the story (or story and screenplay) involved or of the
fixed payment initially made to such writer at the time of
acquisition. For such purposes, the compensation of a
term contract writer will be apportioned in accordance
with the Company’s normal accounting procedure, but in
no event shall the payment made to any term writer on
account of the production of a motion picture sequel
exceed the sum of $20,000.00.

b. If the writer is entitled to separation of rights under this

Article and if the separable material contained a character
or characters which are used as the basis for a television
series or a one-time television program produced
primarily for broadcast over “free” television, the
Company will pay to the writer an amount equal to
applicable sequel payments as provided in Article
16.B.2.a. or b. for each episode of such television series
or the one-time television program so produced and
broadcast, either live or by film. All of the foregoing is
subject to the following conditions:

(1) If the writer’s contract provides for any television

royalties and residuals or any payment based on
profits or any other revenue derived from the
television series or one-time television program,
the payments to be made under this subparagraph
5.b. can be recouped from or offset against such
payments based on such royalties, residuals, profits
or other revenue.

(2) Rerun payments shall be payable under this

subparagraph b. only as to separable material
acquired by Company from a writer pursuant to an
agreement with Company entered into on or after
December 13, 1966. Such rerun payments shall be
equal in amount to those applicable payments
specified in Article 15.B.1.b.(4).

(3) As to any television series or one-time television

program for which a television sequel payment is
otherwise payable to a writer under the Basic

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 Agreement, or any other collective bargaining
agreement to which this Basic Agreement is a
successor, no payment shall be payable under this
subparagraph 5.b.

(4) If more than one (1) writer is entitled to payment

under this subparagraph 5.b. with respect to the
television series or one-time television program
involved, then all such writers shall be considered
as a unit and shall share equally in such payment.

(5) The provisions of this subparagraph 5.b. shall

apply only to material subject to this Basic
Agreement and acquired after the effective date
hereof under contracts subject to and entered into
after the effective date of this Basic Agreement.

c. If the writer is entitled to separation of rights under this

Article and if the separable material contained a character
or characters which are used as the basis for a program
produced pursuant to Appendix B of this Basic
Agreement (other than a program made principally for
the videodisc/videocassette market as described below),
the Company will pay to the writer a one-time payment
for each program so produced and broadcast as follows:

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 minutes or less $ 911 $ 938 $ 966
30 minutes or less,
but more than 15 1,818 1,873 1,929
60 minutes or less,
but more than 30 2,730 2,812 2,896
90 minutes or longer 3,640 3,749 3,861

If the writer is entitled to separation of rights under this

Article and if the separable material contained a character
or characters which are used as the basis for a 60-minute
or longer program made principally for the videodisc/
videocassette market, the Company will pay to the writer
a one-time payment of $10,000 for each program so
produced and distributed.

All of the foregoing is subject to the following

conditions:

(1) If the writer’s contract provides for any royalties or

residuals or any payment based on profits or any
other revenue derived from such Appendix B
program, the payments to be made under this

*
See page 72.

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 subparagraph 5.c. can be recouped from or offset
against such payments based on such royalties,
residuals, profits or other revenue.

(2) As to any such Appendix B program for which a

sequel payment is otherwise payable to a writer
pursuant to this Agreement or its successor, no
payment shall be payable under this subparagraph
5.c.

(3) If more than one writer is entitled to payment

under this subparagraph 5.c. with respect to the
Appendix B program involved, then all such
writers shall be considered as a unit and shall share
equally in such payment.

(4) The provisions of this subparagraph 5.c. shall

apply only to material subject to this Basic
Agreement and acquired after the effective date
hereof under contracts subject to and entered into
after the effective date of this Basic Agreement.

d. Notwithstanding the fact that the writer is entitled to

separation of rights hereunder, he/she shall have no
interactive rights in or to the motion picture or the
separable material; however, on each occasion that the
Company produces an interactive program based upon
the theatrical motion picture as to which a writer has been
granted separation of rights hereunder, the Company will
pay the writer as provided in Article 64.

6. Arbitration

a. If the writer who receives “Story by” or “Written by” or

“Screen Story by” credit pursuant to Theatrical Schedule
A hereof shall contend that he/she is qualified for
separation of rights under one (1) of the exceptions stated
in subparagraphs 2.a. and b. of this Article 16.A., the
Guild shall, within ninety (90) days after the
determination of “Story by” or “Written by” or “Screen
Story by” credit pursuant to such Schedule A hereof,
serve written notice of such writer’s contention on the
Company together with a list of the credits as finally
determined. If the Guild fails to give timely notice of any
such writer’s contention as set forth above, the Guild and
such writer shall be deemed to have waived any and all
claims with respect to separation of rights in the material
which was the subject of such credit determination.

Company may dispute such contention by giving the

Guild written notice to such effect no later than twenty
(20) days after the actual receipt by Company of the
notice referred to in the preceding sentence. Company’s

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 notice shall be accompanied by a copy of the assigned
material and shall set forth in reasonable detail the basis
of Company’s contention. If Company does not so
timely dispute such contention, then the writer shall be
conclusively deemed to have separation of rights in the
separable material as defined in subparagraph 4. of this
Article 16.A. If the Company does so timely dispute
such contention, the Guild may, within sixty (60) days
thereafter, give written notice to Company that it disputes
Company’s contention (setting forth the basis of its
position in reasonable detail) or institute arbitration
proceedings for the settlement of the dispute under the
provisions of Articles 10, 11 and 12 hereof.

If the Guild fails to so notify the Company or to institute

arbitration proceedings within the periods above
mentioned, such writer shall be deemed to have waived,
and shall not be entitled to, any separation of rights with
respect to the story (or story and screenplay) involved;
provided, however, that if there is such an arbitration
proceeding, as above provided, involving a situation in
which more than one (1) writer receives credit as
aforesaid, and if, in such arbitration proceedings, it is
determined that a writer is entitled to separation of rights
under this Article 16.A., the provisions of subparagraph
7.b. below shall be applicable and no writer who is to be
regarded as a tenant in common thereunder shall be
deemed to have made any waiver under this sentence. If
the writer and the Company agree, in writing, that the
writer is entitled to separation of rights, then the writer
shall be entitled to such separation of rights, as so agreed
upon, subject to the provisions of subparagraph 7.b.
below. Any action or waiver by the Guild under this
provision shall also bind the writer or writers involved.
These provisions shall apply only where the screen
credits are determined on or after June 16, 1970.

b. If, prior to the commencement of principal photography

of any motion picture and prior to the determination of
credits as provided in subparagraph 3. hereof, a writer
shall contend that he/she is the author of separable
material and would, at the time such contention is made,
be entitled to exercise publication or dramatic rights, but
for the fact that there has been no determination of
credits, such writer may obtain a determination that
he/she is entitled to separation of rights by following the
procedure set forth in this subparagraph 6.b. The writer
shall notify the Company in writing of his/her contention
and, in such written notice, the writer shall designate the
particular right or rights intended to be exercised and
shall further set forth, in reasonable detail, a description
of those portions or elements of the story (or story and
screenplay) claimed to be separable material pursuant to

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 the provisions of this Article 16.A. If the writer and the
Company are unable to agree thereon within ten (10)
days after receipt by the Company of the aforesaid notice
from the writer, then the writer may, within seven (7)
days after the expiration of said ten (10) day period,
institute arbitration proceedings for the settlement of the
dispute under the provisions of Articles 10, 11 and 12
hereof.

If the writer institutes such arbitration proceedings, the

issue to be determined by arbitration shall be whether the
material designated in writer’s notice is separable
material and whether the writer is entitled to separation
of rights therein. The arbitrator shall be guided in such
determination by the provisions of this Article 16.A. and
the standards set forth in Theatrical Schedule A hereof
for the proper use of the credits “Written by,” “Story by”
and “Screen Story by.” If the motion picture is thereafter
produced, such determination in arbitration shall not
affect any determination of credits made pursuant to the
provisions of such Schedule A attached hereto. After
such an arbitration is instituted and upon request of the
Guild, Company shall furnish or make available to the
Guild the names of all participating writers and the
material contributed by such participating writers in
connection with the story or story and screenplay in
issue.

A determination, by agreement or arbitration under the

provisions of this subparagraph 6.b., that any writer or
writers are entitled to separation of rights with respect to
any material shall be binding upon all other writers
theretofore contributing to the writing of such material,
and such determination shall supersede the provisions of
the first paragraph of subparagraph 3. and subparagraph
7.b. hereof with respect to material, but such
determination shall not affect the rights, if any, under the
provisions of subparagraphs 3. and 7.b. hereof, of any
other writer subsequently contributing to the writing of
such material.

c. If, at any time, Company desires to determine whether

any person (hereinafter at times referred to as the
“claimant”) claims separation of rights hereunder,
Company may, by written notice to the claimant, request
from such person a statement as to whether or not such
claimant claims such separation of rights in respect of a
designated story (or story and screenplay). If Company
sends such a written notice to the claimant, then
Company shall also send a copy of such notice to the
Guild. Within twenty (20) days after receipt by the Guild
of such notice, such claimant and the Guild shall each
notify the Company in writing either that it is the position

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of such claimant and the Guild, respectively, that such
claimant is not entitled to separation of rights or that it is
the position of such claimant and the Guild, respectively,
that such claimant is entitled to separation of rights, in
which latter case claimant or the Guild shall further set
forth, in such detail as is reasonably possible, a
description of those portions or elements of the story (or
story and screenplay) claimed to be separable material
pursuant to the provisions of this Article 16.A. Such
claimant shall be deemed to have waived, and shall not
be entitled to any separation of rights with respect to the
story (or story and screenplay) involved, if any one of the
following occurs:

(1) If both such claimant and the Guild notify the

Company in writing that such claimant is not
entitled to separation of rights; or

(2) If the Guild notifies the Company in writing that

such claimant is not entitled to separation of rights
and such claimant does not, within such twenty
(20) day period after receipt of such notice by the
Guild from Company, serve written notice on the
Company that such claimant is entitled to
separation of rights, which notice contains the
above-mentioned descriptions; or

(3) If, within such twenty (20) day period, neither the
Guild nor such claimant serves such written notice
upon the Company that such claimant is entitled to
separation of rights, which notice contains the
above-mentioned description.

If separation of rights has not been waived as aforesaid,

then at any time after the Company has made such
request, but no later than twenty (20) days after the
Company receives such notice claiming separation of
rights as aforesaid from such claimant or the Guild,
whichever is last received, the Company may institute
arbitration proceedings under the provisions of Articles
10, 11 and 12 hereof for the determination of whether,
and the extent to which, such claimant is entitled to
separation of rights. If the Company institutes such
arbitration proceedings and if such claimant does not,
within five (5) days after the receipt of written notice
from the Company of the name of the arbitrator, who
shall be selected by mutual agreement within three (3)
business days or, if no mutual agreement is reached
within such time, through use of the striking procedures
within two (2) business days thereafter, serve written
notice on the Company that such claimant claims
separation of rights and setting forth in such notice, in
such detail as is reasonably possible, a description of

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 those portions or elements of the story (or story and
screenplay) claimed to be separable material pursuant to
the provisions of this Article 16.A., such claimant shall
be deemed to have waived, and shall not be entitled to
any separation of rights with respect to the story (or story
and screenplay) involved. If at the time of such
submission to arbitration there has been no determination
of credits as provided in subparagraph 3. above, then the
issue to be determined by arbitration shall be, and with
the same effect, as set forth in subparagraph 6.b. above.
The Company may make any request under this
subparagraph 6.c. or institute arbitration proceedings
under this subparagraph 6.c. against one (1) or more
persons either at the same time or at different times, as
Company may from time to time determine. If separation
of rights has not been waived as aforesaid, the contents of
any notice served or sent under this subparagraph 6.c. by
the Company, the Guild or such claimant, shall not
preclude any party to such arbitration proceeding from
raising therein any matter relevant to such determination
of separation of rights.

d. No grievance under Articles 10, 11 and 12 hereof shall be

required either as a condition precedent to any arbitration
proceedings under this subparagraph 6. or otherwise
under this subparagraph 6.

7. Miscellaneous

a. Acquisition of Rights by Company. If at any time prior

to the disposition or exploitation by the writer of
publication or dramatic rights in separable material, as
permitted herein, and either before or after the Company
has acquired or employed the writer to write such
material, Company shall wish to acquire either or both of
such rights, it shall so notify the writer and the Guild.
The Guild agrees that within fourteen (14) days after
such notice, a paid negotiator, whose fees and expenses
shall be paid by the Guild, shall meet with the Company
for the purpose of negotiating a purchase price for the
rights sought to be acquired by the Company. It is
agreed that the negotiator will promptly thereafter quote
a price at which the desired rights may be acquired by the
Company. Company shall have the right to acquire the
rights in question for the quoted price within thirty (30)
days after Company receives such quotation. If the
Company shall fail to purchase the rights in question at
the price quoted by such negotiator, the writer may
thereafter sell such rights to any other person, firm or
corporation at any price; provided that, if the Company
has acquired, or employed the writer to write, such
material, the writer shall first give the Company fourteen
(14) days written notice thereof, within which time

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 Company may acquire such rights at such price as has
been offered to writer in good faith by such other person,
firm or corporation. If a negotiator is not made available
within the fourteen (14) day period first above
mentioned, the Company may negotiate directly with the
writer or his representatives.

b. More Than One Writer. If two (2) or more writers

collaborate in or separately contribute to the writing of a
story (or story and screenplay) which satisfies the
requirements for separation of rights under the provisions
of subparagraph 2. hereof, and it is determined that such
writers are entitled to share a credit specified in
subparagraph 3. hereof, then all such writers shall be
regarded as equal tenants in common in the rights herein
granted with respect to the separable material, and the
separable material written by each of such writers shall
be included in the separable material so owned in
common by all of such writers.

c. Application to Contracts. If any employment contract,

or any contract for the acquisition of literary material,
was entered into prior to the date of the commencement
of the term of this Basic Agreement, then the writer or
writers that were parties to any such contract shall not be
entitled to any separation of rights under the provisions
of this Article 16.A.

d. Execution of Instruments. The Company and the writer

will, upon request of the other, duly execute,
acknowledge and deliver to the other any and all
assignments or other instruments which may be
reasonably necessary or desirable to effectuate the intent
and purposes of this Basic Agreement or to evidence and
establish the rights herein agreed to be licensed or
granted; provided that such obligation on the part of the
Company shall be deemed satisfied if any such
assignment or other instrument is in the form of a license
by the Company to the writer without warranties.

e. Successors and Assigns. The provisions of this Article

16.A. shall be binding upon and shall inure to the benefit
of the successors, assigns, heirs, executors,
administrators and legal representatives of the Company
and the writers entitled to separation of rights hereunder.
The writer will not cause, allow or sanction any
publication or dramatization of the separable material, or
any part thereof, or any arrangement, translation or
revision thereof to be made in any part of the world or in
any language without first granting to, reserving or
securing for the Company, without further consideration,
all of the rights, licenses and privileges reserved to the
Company pursuant to subparagraphs 3.a.(2), (3), (4) and

- 196 -
 (5) or subparagraphs 3.b.(1), (3) and (4). In any grants,
assignments or licenses hereafter made or entered into by
writer concerning the separable material, the writer will
expressly except and reserve such rights to the Company.
The writer will deliver to the Company an executed copy
of any such grant, assignment or license promptly
following the execution thereof.

f. Notices. All notices which the Company is required or

may desire to serve upon a writer, a claimant, or the
Guild, under the provisions of this Article 16.A., shall be
addressed to such writer, claimant or the Guild, at the
Guild’s office in either Los Angeles, California or New
York, New York; all notices which a writer, a claimant or
the Guild is required or may desire to serve upon the
Company under the provisions of this Article 16.A. shall
be addressed to the Company at its headquarters for the
production of theatrical films in California, as provided
in the last paragraph of Article 41 or, if the Company has
no such headquarters in California, at the address it has
designated for service of process pursuant to Article 41.
Such notices may be served by registered mail or
telegram. Any notice so mailed, postage prepaid, shall be
conclusively deemed to have been received on the second
day following deposit if posted within the State of
California, or on the fifth day following such deposit if
posted from a place outside the State of California but
within the continental United States, or on the tenth day
following such deposit if posted from a place outside the
continental United States. Any notice delivered to a
telegraph office, toll prepaid, shall be conclusively
deemed to have been received upon the day following
such delivery. Notwithstanding the foregoing, there shall
be no presumption of receipt during the period of any
strike or work stoppage in the United States mail system.

8. Writer’s Right to Reacquire Literary Material

The provisions of this subparagraph 8. apply only to literary

material (i) which is original, i.e., not based on any pre-existing
material, and (ii) which has not been exploited in any medium.

a. With respect to literary material acquired by Company

subject to the terms of the 1970 or 1973 WGA
agreement, if the writer who has written the same desires
to purchase Company’s right, title and interest therein,
the Guild, on behalf of such writer, may notify Company
in writing of such desire. Within ninety (90) days
following receipt of such written notice, Company shall
notify the Guild of the terms and conditions, including
the price at which it will sell its right, title and interest in
such literary material; provided, however, that Company
may instead notify the Guild that the literary material

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 does not meet one or more of the conditions precedent
specified in the first sentence of this subparagraph 8. or
that the literary material is in active development at the
time of the Company’s notification to the Guild. If the
Company proceeds in accordance with the foregoing
proviso and the Guild disputes the factual basis upon
which the Company relies for so proceeding, such
dispute shall be subject to the grievance and arbitration
provisions of this Agreement. However, the Company’s
decision regarding the terms and conditions of the sale
shall not be subject to challenge by the Guild or by the
writer on any grounds whatsoever whether in arbitration
or otherwise.

The purchase price designated by Company shall not be

in excess of the total direct costs previously incurred by
Company in relation only to such literary material,
including payments for the acquisition of the literary
material and for writing services connected therewith
(including writing services in relation to treatments and
screenplays based thereon), and fringe benefit costs in
relation thereto, such as pension and health fund
payments and social security payments, but exclusive of
overhead and exclusive of costs of any other kind (e.g.,
costs relating to proposed production other than writing
costs).

Within thirty (30) days following notice from the

Company of the terms and conditions on which it will
sell its right, title and interest in such literary material,
including the purchase price, the Guild, on behalf of the
writer, may serve written notice of acceptance of such
terms and conditions and, immediately following service
of such notice, the parties shall proceed to close the
transaction. Failure to effect such purchase in
accordance with the procedure specified by the foregoing
provisions shall result in the forfeiture of writer’s right to
purchase such material. At any time before receipt of
notice of acceptance of the terms and conditions of sale,
Company may dispose of such literary material or of any
rights therein or with respect thereto or may itself
commence active development of such material and, in
either such event, the writer shall no longer have the right
to acquire Company’s right, title or interest in such
material.

b. In addition to the foregoing, but with respect only to

literary material acquired by a Company on and after
March 2, 1977 but prior to March 2, 1981, the writer may
reacquire such literary material in accordance with the
procedures set forth below if production of a theatrical or
television motion picture based on the literary material

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has not commenced upon expiration of the following
applicable time period:

(1) If, during the five (5) year period after (a) the
Company’s purchase or license of the literary
material (if written by a professional writer), or (b)
completion of the writer’s services rendered in
connection with the literary material, the Company
has not had additional writing services rendered
thereon or otherwise actively developed the
literary material, and if, further, upon expiration of
said five (5) year period, the Company is not
engaged in negotiations for the sale or license of
the literary material to a third party, then upon
expiration of said five (5) year period; or

(2) If, upon expiration of the five (5) year period

referred to in subparagraph (1) above, the
Company is engaged in negotiations for the sale or
license of the literary material to a third party, but
has not also had additional writing services
rendered thereon or otherwise actively developed
the literary material, and if said negotiations do not
result in a sale or license thereof, then upon the
conclusion of said negotiations; or

(3) If neither subparagraph (1) or (2) above applies,

then upon expiration of the seven (7) year period
after (a) the Company’s purchase or license of the
literary material (if written by a professional
writer), or (b) completion of the writer’s services
rendered in connection with the literary material.

If the writer does reacquire such literary material, such

reacquisition is subject to all existing commitments, such
as security interests, participations, options, turnaround
rights, employment rights, etc.

At any time during the two (2) year period immediately

following expiration of the applicable time period set
forth above, the Guild may give the written notice
provided in the first sentence of subparagraph 8.a.
(hereafter “Guild’s notice”) and, within ninety (90) days
thereafter, Company shall give the written notice
provided in the second sentence of subparagraph 8.a.
(hereafter “Company’s notice”), stating the terms and
conditions on which it will sell its right, title and interest
in such literary material, including the purchase price.
Upon the giving of Company’s notice, the literary
property shall be deemed literary material which the
Company has decided it will not exploit in any medium
in the future. The purchase price designated by Company
shall not be in excess of the total direct costs previously

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 incurred by Company in relation only to such literary
material as set forth in the second paragraph of
subparagraph 8.a. above. Within one hundred twenty
(120) days of the giving of the Company’s notice (during
which period the Company shall not exploit, produce,
sell or dispose of said material to any third person), the
Guild, on behalf of the writer, may serve written notice of
acceptance of such terms and conditions and,
immediately following service of such notice, the parties
shall proceed to close the transaction. Failure to effect
such purchase in accordance with the procedure specified
by the foregoing provisions by the end of such two (2)
year period (i.e., the years commencing after the
expiration of the applicable time period set forth above)
shall result in the forfeiture of writer’s right to purchase
such material any time thereafter under any provision of
this subparagraph 8. Within said two (2) year period, the
Guild, on behalf of the writer, may repeat the Guild’s
notice one (1) or more times. All of the procedures and
rights above described with respect to the first giving of
the Guild’s notice shall apply to the first such repeat
notice. All of said procedures and rights shall also apply
to the second and any subsequent repeat notices except
that the Company shall not exploit, produce, sell or
dispose of said material to any third person during any
period between the giving of the Guild’s second (or
subsequent) repeat notice and the expiration of one
hundred twenty (120) days following the giving of the
Company’s respective notice.

Furthermore, if Company had previously granted some

other person or company the right or option to acquire
such material or any rights therein, the writer of such
literary material shall not have the right to purchase the
same so long as such other right remains outstanding. In
the event that more than one (1) writer is involved in the
writing of such literary material, the Guild shall have the
sole responsibility to determine which of such writers has
the right to purchase as provided herein and all interested
writers shall be bound by the decision of the Guild.

c. In addition to the foregoing, but with respect only to

literary material acquired by Company on or after March
2, 1981 but prior to March 8, 1988, the writer may
reacquire such literary material on the terms set forth
below upon expiration of the five (5) year period
following the later of (i) the Company’s purchase or
license of the covered literary material, or (ii) completion
of the writer’s services rendered in connection with the
literary material. The writer may reacquire such literary
material pursuant to this paragraph only if it is not in
active development at the time that the procedures for
reacquiring the literary material are instituted.

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Examples of active development for the purpose of this
paragraph are:

(1) Employment of a writer to rewrite the literary

material;

(2) Employment of a director, major actor or other key

above-the-line element on a pay-or-play basis for a
motion picture based upon the literary material;

(3) A production designer, production manager or

other supervisor is in active preparation for the
production of the motion picture;

(4) A unit production manager or other person is

engaged to prepare a budget for the motion picture;
or

(5) Production has commenced upon a theatrical or

television motion picture based on the literary
material.

If the writer does reacquire such literary material, such

reacquisition is subject to all existing commitments, such
as security interests, participations, options, turnaround
rights, employment rights, etc.

Furthermore, if Company had previously granted some

other person or company the right or option to acquire
such material or any rights therein, the writer of such
literary material shall not have the right to purchase the
same so long as such other right remains outstanding. In
the event that more than one (1) writer is involved in the
writing of such literary material, the Guild shall have the
sole responsibility to determine which of such writers has
the right to purchase as provided herein and all interested
writers shall be bound by the decision of the Guild.

The writer shall reacquire the literary material pursuant to

the foregoing paragraphs upon payment to the Company
of all compensation actually paid by the Company to the
writer for services in connection with the literary
material, or for the purchase or license of the literary
material in the case of a professional writer. The writer
shall obligate the acquiring company to reimburse the
Company for any other direct cost previously incurred by
the Company in relation to such literary material (as
described in the second paragraph of subparagraph 8.a.)
out of the first revenue after production costs have been
recovered. The document by which the writer reacquires
the literary material shall contain a provision setting forth
the obligations referred to in the preceding sentence.

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d. Reacquisition under the 1988 Basic Agreement, the
1992 Extension Agreement, the 1995 Basic
Agreement, the 1998 Basic Agreement, the 2001 Basic
Agreement and the 2004 Basic Agreement

With respect only to literary material acquired by

Company on or after August 8, 1988, the writer may
reacquire such literary material pursuant to the terms set
forth below upon expiration of the five (5) year period
following the later of (i) the Company’s purchase or
license of the covered literary material, or (ii) completion
of the writer’s services rendered in connection with the
literary material, if such literary material is not in active
development. Examples of active development for the
purpose of this paragraph are included in subparagraph c.
above. If the writer does reacquire such literary material,
such reacquisition is subject to existing commitments,
such as security interests, participations, turnaround
rights and employment rights.

(1) Procedures for Reacquisition

(a) At any time during the two (2) year period

immediately following expiration of the
Company’s five (5) year period within
which to actively develop the material, the
writer may notify the Company in writing of
the writer’s intent to reacquire the material.
With respect only to literary material written
on or after May 2, 2001, the writer’s two (2)
year period to reacquire the material shall
commence upon written notice from the
writer to the Company of the writer’s intent
to reacquire. Such notice may be given at
any time during the five (5) years
immediately following the expiration of the
Company’s five (5) year period within
which to actively develop the material. The
writer shall include in such notice the
address(es) where further correspondence
and notices relating to reacquisition of the
material shall be sent.

(b) If the material is not in active development

at the time Company receives writer’s notice
of intent to reacquire, then, within sixty (60)
days following receipt of such notice,
Company shall have the right to place the
material into active development. However,
during such sixty (60) day period, the
material will be deemed to be placed into
active development only if, during such
period, Company employs a writer to

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 rewrite the literary material or Company
employs a director or major actor on a pay-
or-play basis for a motion picture based
upon the literary material.

(c) Within sixty (60) days following receipt of

writer’s notice of intent to reacquire,
Company shall give the writer and the Guild
written notice of the terms and conditions
(which shall not include a so-called
“changed elements” clause, i.e., a right of
first and/or last refusal or provisions which
have the same effect) upon which it will sell
its right, title and interest in the literary
material, and the price of the material as set
forth in this subparagraph d., and the
encumbrances and/or commitments, if any
(such as security interests, participations,
employment rights, future options and/or
future turnaround rights) that were attached
to the literary material at the time the
Company received the writer’s notice of
intent to reacquire the literary material.

(d) In the alternative, the Company may notify

the writer and the Guild that the literary
material does not meet one or more of the
conditions precedent specified in the first
sentence of this subparagraph 8. or that the
literary material is in active development at
the time of the Company’s notification to
the writer or that the literary material has
been sold or is under option or is in
turnaround to a third party. If the Company
advises the writer that the literary material
has been sold to a third party, the Company
shall include in its written notice the identity
of the third party and the date of such sale.
If the Company advises the writer that the
literary material is in active development, or
is under option, or is in turnaround, at the
time of the Company’s notification to the
writer, the two (2) year period for
reacquisition, or any time remaining on it,
shall be tolled during the period of such
active development, option or turnaround
and until the writer receives notice from the
Company that the script is no longer in
active development, or under option or in
turnaround. In such event, the Company
shall include in its written notice the
expiration date of any option or turnaround
right. Should any such option or turnaround

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 right be exercised by a third party, the
Company shall promptly notify the writer
and the Guild.

(e) In the event the literary material is in active

development at the time of the Company’s
receipt of the writer’s notice of intent to
reacquire and the Company later ceases to
actively develop the material, and/or if the
Company places the material into active
development within the sixty (60) day
period following writer’s notice of intent to
reacquire the material, and the Company
later ceases to actively develop the material,
Company shall notify the writer and the
Guild promptly in writing that the material
is no longer in active development. If,
within thirty (30) days after receipt of such
written notice from the Company, the writer
advises the Company in writing that he/she
desires to reacquire the material in
accordance with his/her earlier notice, then
the Company shall give the writer and the
Guild the written notice of the terms and
conditions, purchase price, encumbrances
and/or commitments as described above
within sixty (60) days after receipt of the
writer’s most recent notice to reacquire. In
such event, Company shall have no right to
place the material into active development
during this latter sixty (60) day period, or
thereafter during the writer’s period for
reacquisition. If the writer provides written
notice of intent to reacquire more than thirty
(30) days after writer’s receipt of
Company’s notice that active development
of the material has ceased, then the
procedures contained within the first four
subparagraphs of this “Procedures for
Reacquisition” section shall apply for the
remainder of the writer’s period for
reacquisition.

(f) If the Company proceeds in accordance with

subparagraph (d) of this “Procedures for
Reacquisition” section and the Guild or the
writer disputes the factual basis upon which
the Company relies for so proceeding, such
dispute shall be subject to the grievance and
arbitration provisions of Articles 10, 11 and
12 of this Agreement. However, the
Company’s decision regarding the terms and
conditions of the sale, as distinguished from

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 the purchase price, shall not be subject to
challenge by the Guild or the writer on any
grounds whatsoever, whether in arbitration
or otherwise. Notwithstanding the
preceding sentence, disputes as to whether
the terms and conditions of the reacquisition
sale conform to the express provisions of
this Article 16.A.8.d. shall be subject to the
grievance and arbitration provisions of
Articles 10, 11 and 12 of this Agreement.

(g) The writer shall reacquire such literary

material if writer tenders the purchase price
within six (6) months after writer’s receipt
of the Company’s notice. The Company
shall not further encumber the literary
material during such six (6) month period by
entering into new agreements or
commitments, such as options, turnarounds,
security interests, participations and
employment rights, or actively develop or
sell the literary material. In the event the
writer fails to make the payment within such
six (6) month period, the writer may
reinstitute the procedure for reacquisition at
any time within the time remaining in the
two (2) year period referred to above, it
being understood that such procedures need
only be commenced, and not completed,
within the two (2) year period.

(2) Rights and Procedures for Reacquisition of

Material That Has Been Sold or Optioned

If the Company sells or options the literary

material prior to the expiration of the writer’s
period to reacquire such material from the
Company, then such writer’s rights to reacquire
shall be extended on the following basis and the
Company, the writer and the buyer, as applicable,
shall be subject to the following procedures in
regard thereto:

(a) If the Company sells the literary material to

another person or company, it shall obligate
the acquiring person or company
(hereinafter referred to as “the buyer”) in a
written agreement to comply with the
provisions of this subparagraph 8.d. Said
written agreement shall further obligate the
buyer(s) in subsequent sales transactions to
comply with the provisions of this
subparagraph 8.d. The buyer(s) shall have

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 five (5) years from the date of its/their
agreement with the Company for such sale
to place the material into active development
(as described in subparagraph 8.c. above).
The writer shall have the right to reacquire
the literary material from the buyer upon the
expiration of such five (5) year period in
accordance with the procedures set forth in
this subparagraph 8.d.

(b) If the literary material or any rights therein

are placed under option or into turnaround
during the period when the Company may
actively develop the material, the
Company’s active development period shall
be tolled while such material is under option
or in turnaround or for eighteen (18)
months, whichever is shorter. Only the first
such option or turnaround granted by the
Company shall toll the Company’s active
development period.

(c) If an option is exercised, the buyer shall

have five (5) years from the effective date of
the option agreement to put the literary
material into active development (as
described in subparagraph 8.c. above).
Thereafter, the writer shall have the right to
reacquire the literary material from the
buyer in accordance with the procedures set
forth in this subparagraph 8.d.

(d) If an option is not exercised and the

Company’s period of active development, as
provided in this subparagraph 8.d., has
ended, and the writer’s notice of intent to
reacquire was received during the time the
literary material was under option, the writer
may, without further notice to Company,
reacquire such material in accordance with
the provisions of this subparagraph 8.d. In
such event, Company will be deemed to
have received the writer’s notice of
reacquisition on the date of expiration of the
option period, irrespective of the date it was
actually received.

(3) Payment

(a) The writer shall reacquire the literary

material pursuant to this subparagraph 8.d.
upon payment to the Company (or the buyer,
if applicable) of all compensation actually

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 paid by the Company (or the buyer, if
applicable) to the writer for services in
connection with the literary material and/or
for the purchase or license of the literary
material from the writer or Company. It is
understood that the purchase price, as set
forth in the preceding sentence, is the sole
monetary consideration due from the writer
to the Company to reacquire the literary
material. In no event will the writer be
obligated to pay more than the amount
specified in the first sentence of this
subparagraph (3)(a) (e.g., in the form of
profit participations to the Company).

(b) If the writer reacquires the literary material

from the Company (or buyer, if applicable)
and the writer thereafter sells or licenses the
literary material to a third party, the writer
shall obligate such third party to reimburse
the Company (or buyer, if applicable), upon
the commencement of principal
photography, for any other direct cost
previously incurred by the Company (or
buyer, if applicable) in relation to such
literary material (as described in the second
paragraph of subparagraph 8.a.) plus interest
thereon. The document by which the writer
reacquires the literary material shall contain
a provision setting forth the obligations
referred to in the preceding sentence.

(4) Procedure if More Than One Writer Desires to

Reacquire the Literary Material

In the event that more than one writer is involved

in the writing of such literary material, the Guild
shall have the sole responsibility to determine
which of such writers has the right to purchase as
provided herein and all interested writers shall be
bound by the decision of the Guild.

(5) Special Notice and Receipt Provisions

Applicable to Reacquisition

All notices which the Company is required or may

desire to serve upon a writer pursuant to the
provisions of this Article 16.A.8.d. shall be
addressed to such writer at the address(es)
specified by the writer in his or her first notice to
the Company, as provided in subparagraph (a)
under “Procedures for Reacquisition” above.
Company shall direct correspondence and notices

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hereunder to the writer at such address(es),
notwithstanding any contrary provisions for the
giving of notice in the writer’s deal memorandum
or personal service agreement and, by so doing,
shall be deemed to have fulfilled the notice
requirements hereunder, as provided herein,
notwithstanding any contrary notice provisions in
the writer’s deal memorandum or personal service
agreement. The writer may, by notice to the
Company, amend such address(es) and, after
receipt of an amendment, the Company shall use
such amended address(es) for purposes of this
Article 16.A.8.d.

All notices which the Company is required or may

desire to serve upon the Guild pursuant to the
provisions of this Article 16.A.8.d. shall be
addressed to the Guild, either at its principal office
in Los Angeles County, California, or New York,
New York.

All notices which a writer or the Guild is required

or may desire to serve upon the Company (or the
buyer(s)) pursuant to the provisions of this Article
16.A.8.d. shall be addressed to the Company at its
headquarters for the production of motion pictures
in California or to the buyer at its headquarters in
Los Angeles County or to such other address
provided by the buyer to the writer and the Guild.

Such notices may be served by registered mail or

telegram. Any notice so mailed, postage prepaid,
shall be conclusively deemed to have been
received (a) on the fifth day following deposit if
mailed within the State of California to an
addressee within the State of California; or (b) on
the tenth day following such deposit in the
continental United States if mailed to an addressee
in a state within the continental United States
different from the state of deposit; or (c) on the
twentieth day following deposit if mailed in the
continental United States to an addressee outside
of the continental United States or if mailed
outside of the continental United States to an
addressee within the continental United States.
Any notice delivered to a telegraph office, toll
prepaid, shall be conclusively deemed to have been
received upon the day following such delivery.
Notwithstanding the foregoing, there shall be no
presumption of receipt by mail during the period of
any strike or work stoppage in the United States
mail system.

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 For purposes of the foregoing, time computations
relating to notices to or from the writer shall be
determined by the address of the writer, not the
Guild, regardless of the fact that the Guild may be
required to be copied on notices to the writer and
that the Guild may be copied on notices given by
the writer.

e. The following shall apply to original literary material

which is optioned by the Company from a professional
writer on or after November 1, 2004. The writer of the
optioned literary material may reacquire revisions of such
material, pursuant to the terms and conditions set forth in
Article 16.A.8.d. above, within a two (2) year period
commencing upon written notice from the writer to the
Company of the writer’s intent to reacquire. Such notice
may be given not earlier than one (1) year after the date
of expiration of the option and no later than six (6) years
after the date of the expiration of the option.

9. Hot Line Dispute Resolution

In disputes concerning separation of rights under Article 16, the

WGA or the Company may elect to initiate the Hot Line
Dispute Resolution procedure under Article 48.E., but shall not
be required to do so unless the provisions of Article 16
otherwise specifically obligate the parties to do so. If the WGA
or the Company elects to initiate the Hot Line procedure, the
WGA (or the Company) will not be precluded from filing a
grievance or arbitration claim if use of the Hot Line procedure
does not resolve the dispute within seven (7) days after the
initial contact with the other party’s designated representative.

10. Publication Fee

The Company shall have the right to publish the screenplay on

videodiscs/videocassettes whether or not the writer(s) of a
theatrical motion picture qualifies for separated rights. A one-
time fee of $5,000 shall be paid in the aggregate to the credited
writer(s) of the motion picture as compensation for such
exploitation right (“Publication Fee”). The Publication Fee
shall be due whether or not the Company chooses to exploit
such right.

Such Publication Fee shall be paid through the Guild’s Residual

Department within thirty (30) days after (but not before) the
final determination of writing credit on the motion picture. The
Publication Fee may not be prepaid nor may it be offset or
credited against any other compensation.

The payment of the Publication Fee and any exercise of this

right on videodiscs/videocassettes shall not otherwise affect the
writer’s publication rights under this Article 16.

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 The foregoing provisions of this subparagraph 10. are
applicable to any theatrical motion picture, whether written
under this Agreement or a prior MBA, provided that the credits
for such theatrical motion picture are determined on or after
May 2, 2001.

B. TELEVISION

1. General Qualifications

a. Company agrees that separation of rights as provided in

subparagraphs 2. and 3. inclusive of this Article 16.B.
shall be accorded to the writer of a format, story, or story
and teleplay for any television motion picture (other than
one of an established serial or episodic series) provided
that the terms of this Agreement relating to rights in
material apply to such format, story or story and teleplay
as provided in Article 2 hereof. If, at the time of the
transfer of rights to the material so purchased, there is in
existence a valid agreement for the publication or
dramatic production of such material, then, for the
purpose of this Article 16.B., such material shall be
deemed to have been published or exploited. It is agreed
as to an established serial or episodic series the Company
shall own all of the rights in the material of any nature or
description whatever including, but not limited to, the
right to use the same in any field or medium whatever
without obligation to the writer except as provided in
subparagraph 14. of Article 15.B. with respect to
additional payments to be made for specific uses. The
Guild shall determine which of the writers (considered as
a single entity) shall have separation of rights or the
proportion in which each shall share in such separation of
rights. In that regard, the Guild shall establish a set of
rules for the determination of the separation of rights as
between such writers. The Company is to be supplied
with a copy of such rules. Neither the contracts with the
writers nor the names of the writers shall be disclosed to
the Guild Arbitration Committee.

b. A writer who contributes to the writing of a teleplay

based upon or adapted from a story or format created and
written by another person shall not have any separation
of rights and shall retain no interest of any character
whatsoever in the teleplay. If such a teleplay be based
upon a story in the public domain, or upon a story owned
by the Company, the Company shall own all rights in the
material of every nature and description whatsoever, and
the writer shall retain no interest of any character in such
material; provided, however, that if such teleplay is based
upon a story in the public domain which was suggested
and furnished by the writer of such teleplay, then: (1) if
such teleplay was written for a television motion picture

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 of an established serial or episodic series, the writer shall
be entitled to the payments referred to in subparagraph l.
of Article 15.B.14.; or (2) if such teleplay was written for
a television motion picture (other than one of an
established serial or episodic series) and such teleplay
otherwise meets the conditions set forth in said
subparagraph l., the writer thereof shall be entitled to the
payments referred to in said subparagraph l. in the same
manner as if said television motion picture were one of
an established serial or episodic series. It is agreed,
however, that if Company shall employ a writer to write
a teleplay based upon or adapted from a story to which
the provisions of this Agreement (including the
separation of rights provisions) apply, the writer of such
teleplay shall retain no interest of any character in such
teleplay, the writer of the story shall have the same rights
in the teleplay as he/she reserved with respect to the
story, and the Company shall have the same rights in the
teleplay as were granted to it in the story for the same
period of time for which the Company has been granted
rights in the story, as herein provided. A writer
employed to rewrite or polish a teleplay written by
another person shall not have any separation of rights
hereunder.

c. Notwithstanding the fact that the Company shall own all

rights in literary material included in episodic series or
serial type television motion pictures to which the
provisions of this Basic Agreement apply, the Company
agrees that it will not, without the prior consent of the
Guild, use any such literary material in the production of
a theatrical motion picture or a live television or radio
broadcast prior to use of such material in the production
of a television motion picture; and the Guild agrees that it
will not unreasonably withhold such consent.

d. If a serial or episodic series (herein called “new serial or

new episodic series”) is based upon an episode which is a
“spin-off” from an existing serial or episodic series, the
writer(s) of the format and/or the story or story and
teleplay of such spin-off episode may be entitled to
separation of rights in the new serial or new episodic
series, subject to the provisions of Article 1.C.17.

2. Television Rights. Company shall own the exclusive

television rights in the literary material to which the provisions
of this Article 16.B. apply for a period of thirty (30) months
from the date of delivery of the material or after date of
acquisition if such material is not in active development, except
that a four (4) year period shall apply (i) to material in active
development (which includes pitches to buyers, e.g., networks),
and (ii) to non-topical material intended for a program of more
than sixty (60) minutes in length. Thereafter, Company and

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 writer shall each have a non-exclusive right to utilize and
exploit the television rights in the material. Such non-exclusive
rights on the part of the Company shall be deemed to include
the right to continue to exploit and exhibit forever the television
motion picture and to remake the picture for television purposes
without additional compensation, except to the extent required
under the provisions hereof relating to additional compensation
for reruns on television, foreign telecast and theatrical
exhibition. Such exclusive television rights shall not include
television series sequel rights and movie-of-the-week (“MOW”)
sequel rights, except as otherwise hereinafter provided.

a. Company shall have the exclusive right to commence the

exploitation of the television series sequel rights within
the following period:

(1) within thirty (30) months from the delivery of the

story or story and teleplay (to which the separation
of rights provisions of this Article 16.B. apply) if
the material is not in active development, or within
four (4) years from the delivery of the story or
story and teleplay (to which the separation of
rights provisions of this Article 16.B. apply) if the
material is in active development or if it is non-
topical material intended for a program of more
than sixty (60) minutes in length; or

(2) if a motion picture based thereon is broadcast

within the thirty (30) month period specified in
subparagraph (1) above, then within three (3) years
from the date of broadcast; or

(3) if a second pilot is made, then within four (4) years

from the delivery of the story or story and teleplay
(to which the separation of rights provisions of this
Article 16.B. apply), or within three (3) years from
the release of said pilot, whichever shall be earlier.

If Company shall so exploit such rights, it shall pay to the

writer for each episode produced the following sum:

For such literary material written by or purchased from

writer hereunder, during

11/1/04-10/31/05 $1,551
11/1/05-10/31/06 1,598
11/1/06-10/31/07* 1,646

provided that such writer shall be entitled only to sixty

percent (60%) of said amount for fifteen (15) minute

*
See page 72.

- 212 -
episodes, but shall be entitled to one hundred ninety
percent (190%) of said amount for sixty (60) minute
episodes and two hundred fifty percent (250%) of said
amount for ninety (90) minute or longer episodes. For
the purpose of this provision, an episode shall be deemed
“produced” when production (including post-production)
of such episode has been completed. Except as provided
in Article 15.B.1.b. and Article 15.B.2.a.(1), (2) and (3)
hereof, the payment of said applicable amount shall
satisfy all obligations of the Company to the writer, and
no additional sum or sums shall be payable by reason of
any use of such episodes. If the story or story and
teleplay was written by more than one (1) writer, all such
writers shall be considered as a unit and shall share
equally such sequel payments.

In the event and only in such event that Company does

not commence such exploitation within said period of
time, such series sequel rights in the story or story and
teleplay and in the format, if any, shall revert to the
writer or writers entitled to separation of rights, and
Company will have no further interest therein.

The Company shall be deemed to have commenced the

exploitation of the television series sequel rights when it
has obtained a firm commitment for the production,
broadcasting or distribution in syndication of a program
involving the exploitation of such series sequel rights.

Nothing in this subparagraph 2.a. shall be construed to

preclude the Company from producing a second pilot
during the exclusive period provided for therein or from
exhibiting such additional pilot during or after said
period, provided that a deal is made with the writer of the
first pilot to write a story and teleplay for the second pilot
at a compensation not less than that paid him/her for the
first pilot. The production and release of a second pilot
shall not constitute exploitation of the television series
sequel rights within the meaning of this subparagraph
2.a.

Rights acquired in a format revert to the writer(s) unless,

within eighteen (18) months after delivery of the format,
the Company engages the writer or another writer to
write a story and teleplay based on said format. Rights
acquired in a bible revert to the writer unless, within
twenty-four (24) months after delivery of the bible, the
Company engages the writer or another writer to write a
story and teleplay based on such bible. If either reversion
occurs, only the material supplied by the writer reverts.
It does not include anything furnished by Company.

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When there is such a reversion and thereafter the writer
sells such format and a series is produced from such
format, then, after the time the format is exploited, the
Company shall be reimbursed by the writer (to the extent
that the writer has received payment on such resale for
such format) for the amount paid by Company to such
writer for the format in excess of minimum.

In those instances in which, at the time of the writer’s

request hereunder, Company has not produced a
television motion picture based on the writer’s separated
rights material and the television series sequel rights and
MOW sequel rights, as described in Article 16.B.2.b.
below, have reverted to the writer, such writer may
reacquire from the Company the Company’s non-
exclusive television rights in accordance with the
following: Writer shall have the right to reacquire such
material upon payment to the Company of all
compensation actually paid by the Company to the writer
for services in connection with the literary material
and/or for the purchase or license of the literary material
in the case of a professional writer. The writer shall
obligate the acquiring company to reimburse the
Company for any other direct cost previously incurred by
the Company in relation to such literary material out of
the first revenue after production costs have been
recovered. The document by which the writer reacquires
the literary material shall contain a provision setting forth
the obligations referred to in the preceding sentence. For
purposes of this provision, “any other direct cost” shall
include payments for literary material and writing
services connected therewith (including writing services
in relation to formats and stories and teleplays based
thereon), and fringe benefit costs in relation thereto, such
as pension and health fund payments and social security
payments, but exclusive of overhead and exclusive of
costs of any other kind (e.g., costs relating to proposed
production other than writing costs). If the writer does
reacquire such literary material, such reacquisition is
subject to all existing commitments, such as network
agreements, security interests, participations, options,
turnaround rights, etc. Transfers of the literary material
to third parties shall not cut off the writer’s right to
reacquire the literary material, and the writer may
reacquire the literary material from the acquiring
company if the literary material is not in active
development (as described in Article 16.A.8.c.) eighteen
(18) months following the acquiring company’s purchase
or option of the literary material.

If the Company grants an option in the literary material,

the optionee shall have a maximum of eighteen (18)

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 months from commencement of the option to exercise
such option.

In the event that more than one (1) writer is involved in

the writing of such literary material, the Guild shall have
the sole responsibility to determine which of such writers
has the right to purchase as provided herein and all
interested writers shall be bound by the decision of the
Guild.

b. The “first MOW,” for purposes of this Section, is a

television motion picture, ninety (90) minutes or longer,
to which the separation of rights provisions of this
Article 16.B. apply. “MOW sequels” are programs,
ninety (90) minutes or longer, which are ordered
subsequent to the broadcast of the first MOW and are
other than an exploitation of the series sequel rights.

The Company shall have the exclusive right to

commence the exploitation of the television MOW sequel
rights within the following period:

(1) within thirty (30) months from the delivery of the

story or story and teleplay (to which the separation
of rights provisions of this Article 16.B. apply) if
the material is not in active development, or within
four (4) years from the delivery of the story or
story and teleplay (to which the separation of
rights provisions of this Article 16.B. apply) if the
material is in active development or if it is non-
topical material; or,

(2) if a motion picture based thereon is broadcast

within the thirty (30) month period specified in
subparagraph b.(1) above, then within three (3)
years from the date of broadcast.

In no event shall the exploitation of the MOW sequel

rights be deemed the exploitation of the television series
sequel rights (as described in Article 16.B.2.a., above).

In the event the Company, prior to the exploitation of the

series sequel rights of the first MOW,

(i) obtains a firm commitment for the production,

broadcasting or distribution in syndication of an
MOW sequel within the period of exclusivity
provided in subparagraph b.(1) or (2), above, and
such MOW sequel is broadcast within six (6)
months after the end of the exclusivity period, or

(ii) broadcasts an MOW sequel within the period of

exclusivity provided in subparagraph b.(1) or (2),

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 above, and less than eighteen (18) months is left in
the period of exclusivity at the time of the
broadcast of such MOW sequel

the period of exclusivity for the commencement of the

exploitation of the series sequel rights and/or the further
exploitation of the MOW sequel rights will be extended
to eighteen (18) months from the date of broadcast of the
MOW sequel. If an additional MOW sequel is broadcast
within the period of exclusivity (including extensions),
the Company will have an additional eighteen (18)
months from the date of broadcast of the subsequent
MOW sequel during which time it may produce and
broadcast yet another MOW sequel and/or commence
exploitation of the series sequel rights. Such extensions
shall continue under the same terms as described herein.
If an MOW sequel is produced but not broadcast prior to
the expiration of the six (6) month period referred to
above or any other period of exclusivity, the Company
will nevertheless have the exclusive right to broadcast
such MOW sequel; however, both the series sequel rights
and subsequent MOW sequel rights will revert to the
writer.

Upon exploitation, within the time periods set forth

above, of the series sequel rights of the first MOW, the
Company shall have the right to exploit thereafter in
perpetuity such series sequel rights (including MOWs
ninety (90) minutes or longer).

The writer(s) of the first MOW must be offered the

opportunity to write the first MOW sequel at no less than
he/she was paid to write the first MOW, subject to the
writer’s availability within a period reasonably proximate
to the date on which writing services are to commence.
As to any MOW sequel beyond the first sequel, the
writer(s) of the first MOW must be offered the
opportunity to write such MOW sequel at not less than
the amount he/she was paid to write the immediately
preceding MOW sequel unless the writer(s) did not
receive sole teleplay credit (pursuant to Television
Schedule A) on the immediately preceding MOW sequel.
The requirement set forth in the preceding sentence is
also subject to the writer’s availability within a period
reasonably proximate to the date on which writing
services are to commence.

For the right to produce each MOW sequel, the Company

shall pay the writer(s) four (4) times the television series
sequel payment provided in Article 16.B.2.a., above. As
to any MOW sequel after the first sequel, if the writer(s)
is not employed by the Company due to the fact that
he/she did not receive sole teleplay credit on the

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 immediately preceding MOW sequel, and was not
offered the opportunity to write such MOW sequel, the
writer(s) will be paid, for that MOW sequel only, an
amount not less than two (2) times the MOW sequel
payment otherwise due. Payment of the amount provided
in the preceding sentences shall be due when production
of the MOW sequel (including post-production) is
completed. Except as provided in Articles 15.B.1.b.,
15.B.2., 51 and 58, the payment of said applicable
amount shall satisfy all obligations of the Company to the
writer(s), and no additional sum or sums shall be payable
by reason of any use of such MOW sequel. Article
15.B.1.b. and 15.B.2. payments shall be based on the
applicable sequel payments as provided in this
Agreement. Article 51 and 58 residuals will be payable
to the writer(s) entitled to such sequel residual payments
at an additional twenty-five percent (25%) of the
applicable minimum residual payable to the credited
writer(s) of the MOW sequel. If the story or story and
teleplay was written by more than one (1) writer, all such
writers shall be considered as a unit and shall share
equally in such sequel payments and sequel residual
payments.

In the event and only in the event that the Company does
not commence exploitation of the MOW or series sequel
rights within said period of time, such MOW sequel
rights shall revert to the writer or writers entitled to
separation of rights, and Company will have no further
interest therein.

The Company shall be deemed to have commenced the

exploitation of the television MOW sequel rights when it
has obtained a firm commitment for the production,
broadcasting or distribution in syndication of a television
motion picture involving the exploitation of the MOW
sequel rights.

In the event that more than one (1) writer is involved in

the writing of such literary material, the Guild shall have
the sole responsibility to determine which of such writers
has the MOW sequel rights and all interested writers
shall be bound by the decision of the Guild.

3. Other Rights

a. Writer shall retain all other rights (hereinafter referred to

as the “reserved rights”) not expressly referred to in
subparagraph 2. of this Article 16.B., including, but not
limited to, dramatic, theatrical motion picture,
publication, merchandising rights, radio rights, live
television rights, interactive rights as provided in Article
1.C.19.c.(2) and television sequel rights (other than the

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 sequel rights mentioned in subparagraph 2. of this Article
16.B.), and Company shall only have the limited interest
in such rights as hereinafter described.

b. With reference to certain reserved rights in a format,

story or story and teleplay, the writer shall have no right
to and will not use, or grant, license or otherwise dispose
of to any third party or parties the right to use the
following rights:

(1) The live television rights until a date three and

one-half (3 ) years after the first broadcast of the
television motion picture, or a date five (5) years
after the delivery of the story and teleplay,
whichever shall be earlier.

(2) The right to broadcast directly by television a live

dramatic presentation of the material, in the
exercise of the reserved dramatic rights, until a
date three and one-half (3 ) years after the first
broadcast of the television motion picture, or a date
five (5) years after the delivery of the story or story
and teleplay, whichever shall be earlier.

(3) The right to release a theatrical motion picture

based upon the format, story or story and teleplay
until one (1) year after the first broadcast of the
television motion picture or a date two (2) years
after the delivery of the story or story and teleplay,
whichever shall be earlier; provided, however, if
the Company is actively engaged in a bona fide
production of a pilot based on the material during
the Company’s period of exclusivity in Article
16.B.2., the writer shall forbear from disposing of
or exploiting the theatrical motion picture rights
until the Company has either received a production
commitment for a series from the network or other
licensee or has been informed a production
commitment is not forthcoming, but no more than
one (1) year following completion of principal
photography of the pilot. In either event, the
Company will notify the writer of such decision
and whether the Company is interested in
negotiating to secure protection against a
competitive use of such theatrical rights. The
writer will contact the Company prior to exercising
any rights hereunder to determine if forbearance is
required.

(4) The right to broadcast by radio any program based

upon or adapted from the format, story or story and
teleplay until three (3) years after the first
broadcast of the television motion picture or a date

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 four (4) years after the delivery of the story or
story and teleplay, whichever shall be earlier.

(5) The right to use the leading character or characters

in a substantially different story in an “interactive
program,” other than in the nature of a game, until
after the expiration of the Company’s exclusive
right to commence the exploitation of the
television sequel rights as set forth in Article
16.B.2. or until six (6) months after the date of the
last broadcast of the series, if such rights have been
exploited.

c. If, during the four (4) year period mentioned in

subparagraph 2. above, the writer desires to sell, license
or otherwise dispose of any of the reserved rights, other
than dramatic or publication rights, the Company shall
have a right of first refusal thereof as follows: At such
time as writer shall receive from a third party a bona fide
offer, and the writer desires to sell, license or otherwise
dispose of the rights involved on the terms of such offer,
writer will, by written notice to the Company, advise the
Company of the rights involved and of such terms.
Within seven (7) days (excluding non-business days as
provided in Article 43) after receipt of such notice,
Company may, by written notice to the writer, elect to
purchase, license or otherwise acquire the rights involved
on the terms set forth in writer’s notice, in which case
Company and writer will enter into an agreement upon
such terms. If, within the seven (7) day period, Company
notifies the writer that it does not elect to exercise its
right of first refusal, or fails to give writer any written
notice, the writer shall be free to enter into an agreement
with such third party, but may not do so on terms more
favorable to the third party than those set forth in the
notice to the Company without again submitting the more
favorable terms to the Company for first refusal, as
herein provided. The right of first refusal herein granted
shall apply to television series sequel rights and MOW
sequel rights if the same shall revert to the writer prior to
the expiration of said four (4) year period.

d. If, at any time prior to the disposition or exploitation of

such rights (as permitted herein) by writer, Company
shall wish to acquire any of the reserved rights (including
dramatic or publication rights), Guild shall meet with
Company for the purpose of negotiating a purchase price
for the rights sought to be acquired by Company. It is
agreed that the Guild will quote a price at which the
rights desired to be acquired by the Company may be
purchased. Company shall then have the right to acquire
the rights in question for the price agreed upon as a result
of such negotiations within thirty (30) days from the

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 completion thereof. If Company shall fail to purchase at
the lowest price offered by Guild, writer may thereafter
sell such rights to any other person, firm or corporation at
any price; provided, however, that he/she first give
Company fourteen (14) days written notice thereof within
which time Company may acquire such rights at such
price as has been offered to writer in good faith by such
other person, firm or corporation.

If at any time the Company wishes (1) to secure

protection against a competitive use for which no period
of non-competitive use is prescribed in subparagraph 3.b.
above, or (2) to extend any period of non-competitive use
prescribed in subparagraph 3.b. above, or (3) to extend
the four (4) year period of the right of first refusal
prescribed in subparagraph 3.c. above, or (4) to secure a
right of first refusal on reserved dramatic or publication
rights, it will negotiate therefor through the Guild.

It is understood that in acquiring any reserved right the

Company may designate related or subsidiary rights that
it wishes to acquire and negative covenants concerning
the use of competing rights that it wishes to secure. The
Guild will include such related and subsidiary rights and
negative covenants in the price quoted for the reserved
right acquired. For example, if the Company desires to
acquire the dramatic rights, it may include limited
publication, radio and television rights for advertising
and publicizing the play, and may also require the writer
to agree that he/she will not use or license or grant to
others the right to use his/her reserved live and film
television rights. In such case, the Guild shall have the
right to grant the subsidiary rights and impose the
negative covenants requested, and will quote a price to
the Company which shall include such subsidiary rights
and negative covenants.

e. Company has the right to negotiate directly with the

writer to acquire the theatrical rights, publication rights,
merchandising rights and interactive rights as provided in
Article 1.C.19.c.(2), and each of them, notwithstanding
any provisions of subparagraphs d. and f. of this Article
16.B.3. or either of them, pertaining to negotiation with
the Guild for compensation on no less than the following
basis:

(1) Theatrical Rights - The Company shall pay two

and one-half percent (2.5%) of the bona fide
budgeted direct cost (and overhead or other
indirect cost shall be excluded except to the extent
it exceeds twenty-five percent (25%) of direct
cost), or $20,000.00, whichever is greater, for
theatrical rights. The above shall apply to each

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 theatrical remake and sequel. If such two and one-
half percent (2.5%) is greater than $20,000.00, the
excess shall be paid not later than sixty (60) days
from the delivery of the answer print.

(2) (a) Publication and Merchandising Rights and

each of them - The Company shall pay six
percent (6%) of absolute gross (that is,
monies remitted by the manufacturer or the
publisher, as the case may be), as derived
from licensing, for the publication and
merchandising rights. Comic books,
magazine publications, comic strips, cutouts,
and other activity books shall be deemed to
be included as merchandising rights.

(b) Interactive Rights - The Company shall pay

the appropriate percentage of “Applicable
Gross,” as provided in Article 64.C. or 64.D.
of this Agreement, for the interactive
program rights described in Article
1.C.19.c.(2).

(3) In the event the Company fails to commence

exploitation of any of the four (4) rights stated in
subparagraphs (1) and (2) above within four (4)
years from the date of delivery of literary material
or three (3) years from the exhibition of the first
motion picture of the series or serial in which
separation of rights obtains, whichever is shorter,
then any rights as to which Company has failed to
commence exploitation shall revert to the writer.
The payment of the above-described $20,000.00
payment for the theatrical rights shall constitute
exploitation of such right. Nevertheless, the
Company has the right of first refusal as provided
in this Article 16.B.3.d. There shall be no
crediting of any initial compensation against the
above-described payments.

f. In regard to the reserved theatrical motion picture rights

in any material to which the separation of rights
provisions of this Article 16.B. apply, if the writer
commences the production of a theatrical motion picture
based thereon, or has sold, licensed or otherwise disposed
of the theatrical motion picture rights in such material (as
permitted herein) and shall notify the Company thereof in
writing, then, unless prior to receipt of such notice
Company has commenced the production of a television
motion picture which is a remake of the television motion
picture initially based upon such material, the Company
will not thereafter exercise or sell, license or otherwise
dispose of the television remake rights in such material.

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 If the Company acquires the theatrical motion picture
rights in such material prior to the time the writer has
commenced the production of a television motion picture
based thereon, or has sold, licensed or otherwise disposed
of his/her non-exclusive television rights in such
material, the writer will not thereafter exercise or sell,
license or otherwise dispose of his/her non-exclusive
television rights in such material. For the purpose of
determining whether the Company has commenced the
production of a remake or the writer has commenced the
production of a theatrical or television motion picture, the
party shall be deemed to have commenced the production
of the motion picture involved if such party has expended
a substantial sum or has undertaken a binding contractual
commitment requiring such party to expend a substantial
sum for any item of production cost customarily incurred
in connection with the production of a motion picture of
the type involved; provided, however, that if principal
photography of such motion picture shall not be
commenced within one (1) year after such item of
production cost has been incurred, then, for the purpose
of determining the rights of such parties hereunder, the
commencement of production of such motion picture
shall be deemed not to have occurred. A dispute as to
whether a substantial sum has been expended or
committed, or as to abandonment, may be submitted to
arbitration hereunder.

It is acknowledged that the reserved theatrical motion

picture rights in material to which the separation of rights
provisions of this Article 16.B. apply include the right to
use the story or teleplay as the basis for a motion picture
produced primarily for exhibition by pay television and,
accordingly, unless the Company has acquired the
theatrical motion picture rights, it may not make such use
of the story or teleplay.

g. Company will inform the writer of the name of the

person from whom the Company acquired rights with
respect to the underlying property and Company, without
limiting its right to do the same, agrees that the writer has
the right to make a separate agreement with the owner of
the underlying property as to such rights in such property
as are reserved by the owner in his/her dealings with the
Company.

h. With respect to a teleplay for a ninety (90) minute or

longer television motion picture sold or licensed to the
Company by a professional writer (as defined in Article
1.C.1.b.) who has separation of rights therein, Company
shall offer to such writer the opportunity to perform the
first rewrite at not less than the applicable minimum
compensation for a rewrite, unless time constraints render

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 such assignment impractical (e.g., the start date of
principal photography precludes compliance). If the
writer is unable to perform such services or waives
his/her right, the Company may engage another writer.
Disputes as to whether time constraints render such
assignment impractical may be submitted to the “Hot
Line” dispute resolution procedure in Article 48.

With respect to a teleplay for a ninety (90) minute or

longer television motion picture written under
employment by a writer who has separation of rights
therein, if the Company desires to engage another writer
to rewrite such teleplay, it will discuss with the first
writer its reason(s) for not continuing that writer on the
project after his or her first draft.

i. With respect to an option of a story and teleplay written

by a professional writer (as defined in Article 1.C.1.b.) to
which separation of rights applies, the writer of the
optioned material shall be entitled, during the option
period, to perform the first rewrite of such material,
unless such writer is unavailable or waives this
requirement in writing in a separate document or in the
writer’s deal letter/memorandum. If such writer performs
such rewrite, the provisions of Article 16.B.3.h. shall be
deemed satisfied.

j. The Producer or a creative executive will consult with the

writer regarding each set of revisions requested of the
writer by the Company.

4. Sketches and Routines

Notwithstanding the foregoing provisions of this Article 16.B.,

but subject to the rights to buyout as specified in subparagraph
3.e. above, with respect to any sketch or routine included in a
comedy-variety type television motion picture, Company shall
receive only the right to use and exploit the television motion
picture in any manner, and in perpetuity, and to remake the
motion picture (but only if the motion picture is remade
substantially in its entirety); provided that the writer or writers
of such sketches or routines shall have no right to, and will not
use or grant, license or otherwise dispose of the right to use the
television rights in such sketches or routines until a date one (1)
year after the first broadcast of Company’s television motion
picture or a date two (2) years after delivery of the script of
such material, whichever shall be earlier; and provided, further,
that notwithstanding anything herein contained to the contrary,
Company shall be free to use, in any manner, all or any part of
any routine or sketch written by a writer hereunder so long as
such use, if it were made by another without authorization from
the writer, would not violate any rights of the writer.

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 Notwithstanding the restrictions hereinabove set forth in this
Article 16.B.4., if a writer creates a segment of a comedy-
variety program consisting of a self-contained dramatic plot,
and characters and characterizations which are distinctive and
identifiable and the principal creation of the writer, and when
such segment is fully developed and fully described in the
material written by the writer, then such writer shall be entitled
to a sequel payment equal to fifty percent (50%) [seventy-five
percent (75%) in the case of a network, prime time, once a
week or less program] of the episodic sequel payment for a
thirty (30) minute episode for each program of the series in
which such segment is used after the termination of the writer’s
employment on such series, it being understood that such sequel
payments are not due for programs written during such writer’s
employment. A dispute between writers as to who created such
a segment shall be determined by the Guild in accordance with
its credit arbitration procedures.

5. Upset Price

Notwithstanding any of these provisions of this Article 16.B. or

of any other provisions of this Basic Agreement, in the event
Company pays not less than the following “upset price” to each
writer or team of two (2) writers entitled to separated rights for
the writing or acquisition of a format or a format, story and
teleplay or a story and teleplay as to which separation of rights
applies, the Company may bargain freely with the writers
concerned with respect to separation of rights subject to the
payment of minimum sequel payments. Company shall have
the same right to bargain freely with respect to a team of three
(3) writers, except that the “upset price” shall be set at two
hundred percent (200%) of the applicable amount set forth
below, unless all three (3) writers are employed pursuant to
Article 14 of this Basic Agreement, in which event the “upset
price” shall be set at one hundred fifty percent (150%) of the
applicable amount set forth below. Such upset price shall be as
follows for each writer or team of two (2) writers as defined in
Article 13:

UPSET PRICE
Initial Compensation of At Least
Effective Effective
11/1/04- 11/1/05-
10/31/05 10/31/07
Format only (if by a writer other than the writer
of story and teleplay) $27,303 $28,122
Story only (other than by the writer of the
teleplay)
15 minutes or less 9,498 9,783
30 minutes or less (more than 15) 16,901 17,408
45 minutes or less (more than 30) 24,019 24,740
(continued)

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(continued)
UPSET PRICE
Initial Compensation of At Least
Effective Effective
11/1/04- 11/1/05-
10/31/05 10/31/07
Story only (other than by the writer of the
teleplay) (continued)
60 minutes or less (more than 45) $29,756 $30,649
90 minutes or less (more than 60) 40,948 42,176
More than 90 minutes 40,948 42,176
Story & Teleplay (other than by the writer of
the format)
15 minutes or less 28,535 29,391
30 minutes or less (more than 15) 50,716 52,237
45 minutes or less (more than 30) 60,204 62,010
60 minutes or less (more than 45) 74,578 76,815
90 minutes or less (more than 60) 108,074 111,316
More than 90 minutes 108,074 111,316
Format, Story & Teleplay by one writer
15 minutes or less 28,535 29,391
30 minutes or less (more than 15) 50,716 52,237
45 minutes or less (more than 30) 60,204 62,010
60 minutes or less (more than 45) 74,578 76,815
90 minutes or less (more than 60) 108,074 111,316
More than 90 minutes 108,074 111,316
Bible 69,015 71,085
More than 90 minutes 108,074 111,316

When the upset price has been paid, the rights acquired
after negotiation, permitted by payment of the upset
price, shall be set forth in a separate contract. The
separate agreement for acquisition of the reserved rights
shall state a separate consideration (other than the
consideration for the original employment or purchase).
Only the amount of initial compensation shall be used in
determining whether the upset price has been reached,
and with respect to week-to-week or term writers,
compensation may be allocated toward the upset price if
the writer receives in excess of $3,928 per week ($4,046
per week effective November 1, 2005).

6. Adapter’s Royalty

The credited writer or writers of a pilot story (if applicable) and

teleplay to which separation of rights does not attach, which
teleplay is the basis of a serial or episodic series, shall receive
as a group a royalty equal to seventy-five percent (75%) of the
corresponding sequel payment for each episode produced of
said serial or episodic series, but no residuals.

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 7. Extricable Material

With regard to an episodic series program, other than the initial

program or the pilot of such series, the story writer shall have a
non-exclusive right to the television use of the extricable
material commencing one (1) year after production of the series
is discontinued. The writer shall further have similar rights to
use extricable material in a theatrical motion picture, provided
that, after production of the series is discontinued, he/she gives
the Company eighteen (18) months written notice of such
intention and, provided further, that prior to completion of such
eighteen (18) month period, the Company does not use such
material in a theatrical motion picture, or sell, license or
otherwise dispose of theatrical motion picture rights in such
material.

8. Continuing Rights and Obligations

The provisions of this Article 16.B. shall be binding upon and

shall inure to the benefit of the heirs, next of kin, executors,
administrators, legal representatives, successors and assigns of
the Company and the writer.

9. Hot Line Dispute Resolution

In disputes concerning separation of rights under Article 16, the

WGA or the Company may elect to initiate the Hot Line
Dispute Resolution procedure under Article 48.E., but shall not
be required to do so unless the provisions of Article 16
otherwise specifically obligate the parties to do so. If the WGA
or the Company elects to initiate the Hot Line procedure, the
WGA (or the Company) will not be precluded from filing a
grievance or arbitration claim if use of the Hot Line procedure
does not resolve the dispute within seven (7) days after the
initial contact with the other party’s designated representative.

ARTICLE 17 PENSION PLAN AND HEALTH FUND

A. GENERAL PROVISIONS

The parties adopt and are bound by the Trust Agreements and
amendments thereto of the Writers’ Guild – Industry Health Fund and
the Producer – Writers Guild of America Pension Plan, and by all
actions of the Trustees pursuant to those Agreements. With respect to
pension and health contributions, the following shall apply if the
Company borrows a writer’s services from a loan-out company:

1. In its agreement with the loan-out company, the Company shall

separately state the compensation applicable to services covered
by this Basic Agreement.

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 2. Contributions shall be based on the gross compensation the
Company pays to the loan-out company for covered writing
services.

3. Agreements with loan-out companies for covered services of

the loaned-out writer shall provide that Company shall make
pension and health contributions directly to the Plans on behalf
of the loan-out company.

4. [Deleted.]

5. [Deleted.]

The provisions of Article 14.E.2. shall supersede subparagraphs 1. and

2. above.

This provision shall not apply to a head writer-packager.

B. PENSION PLAN

The Pension Plan, established and known as the “Producer – Writers

Guild of America Pension Plan,” is funded and administered as
follows:

1. Company agrees to contribute to the Plan amounts equal in the

aggregate to six percent (6%), effective November 1, 2004, of
all “gross compensation” earned and paid or due to writers for
services covered by and subject to this Agreement performed
after the effective date hereof, in an employment capacity (to
which employment the provisions of this Basic Agreement
apply). In connection with the purchase of literary material
from a professional writer, if the Company also employs the
writer under this Basic Agreement for at least one (1) rewrite or
polish (as required in Articles 16.A.3.c. and 16.B.3.h., or
otherwise), the Company shall contribute to the Pension Plan
for such rewrite or polish an amount equal to six percent (6%),
effective November 1, 2004, of the sum of the purchase price,
up to the Internal Revenue Code Section 401(a)(17) limit, plus
the amount paid for such rewrite or polish, but in no event shall
the Company be required to make such contributions on sums
in excess of the ceiling set forth in Article 17.B.1.a. or 17.B.1.e.
below. Such amounts shall be contributed as and when the
compensation is paid to the writer.

The term “gross compensation,” as used herein, shall include

amounts paid to an employee as compensation with respect to
such services as a writer (including compensation paid as salary
settlements and under Article 15.B.1.b.(2), Article 15.B.2. and
Article 58, and including the full compensation paid for
services both as a writer and as a story editor when the writer is
also employed in the additional capacity of a story editor
pursuant to Article 14) whether or not any services are
performed, but shall not include:

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 a. Compensation in excess of $200,000, or $400,000 in the
case of a team of three (3) writers, in connection with any
single theatrical motion picture; it being understood that
any percentage shall be paid only on the first $200,000 of
a writer’s gross compensation, or the first $400,000 in the
case of a team of three (3) writers, in connection with any
such motion picture.11

b. Any amounts payable to a writer under the provisions of

Articles 15.A. and 51 of this Basic Agreement.

c. The cost of transportation or living expenses paid to, or

on behalf of, the writer.

d. The value of any rights arising or acquired by the writer,

and any payments made to the writer for the acquisition
or exercise of rights under Article 16 hereof entitled
“Separation of Rights.”

e. In connection with any television motion picture, gross

compensation in excess of the greater of the following:
(1) the aggregate of two and one-half (2 ) times the
applicable minimum initial compensation (at one hundred
fifty percent (150%) or two hundred percent (200%),
whichever is applicable pursuant to Article 13.B.1.b., for
a team of three (3) writers) under this Basic Agreement;
or (2) the initial compensation agreed upon in the
individual employment contract; provided, however, in
no event will compensation in excess of $200,000, or in
excess of $400,000 in the case of a team of three (3)
writers, be included in gross compensation with respect
to non-episodic, non-serial television motion pictures or
multi-part, closed-end series, which motion pictures or
series are 120 minutes or more in length.

For the purpose of subparagraph e.(1) above, the

minimum compensation figures which are set forth in
Article 13.B.7.a., b. and c. shall be the “applicable
minimum compensation” for programs covered by
Article 13.B.7.d. For the purpose of subparagraph e.(2)
above, “initial compensation” means the initial
compensation agreed to be paid by the Company to the
writer for the writer’s services on a television motion
picture, but shall not include any compensation received
by the writer pursuant to Article 15.B. of this Basic
Agreement, nor shall it include the cost of transportation
or living expenses paid to or on behalf of the writer, nor
shall it include any payments made to the writer for the
acquisition or exercise of rights in and to any literary
property or properties pursuant to Article 16.B. of this
Basic Agreement.

11
For Health Fund ceilings, see Article 17.C.1. on pages 231-232.

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2. The Plan shall be administered by at least eighteen (18)
Directors, six (6) appointed by the Alliance of Motion Picture
& Television Producers, Inc. (hereinafter referred to as the
“Alliance”), three (3) appointed by American Broadcasting
Companies, Inc., CBS Broadcasting Inc. and National
Broadcasting Company, Inc. (Network Group) and nine (9)
appointed by the Guild. For each Director so appointed, the
Alliance, the Network Group or the Guild, as the case may be,
will appoint an Alternate Director to serve in the event of death,
disability, resignation or absence of such Director. The
Alliance, the Network Group and the Guild shall also have the
right at any time to remove any Director or Alternate Director
appointed by it, and to substitute another Director or Alternate
Director. In no event shall there be more than nine (9)
Company and nine (9) Guild Directors and likewise their
alternates.

The number of Directors to be allocated to the respective

employer associations shall be subject to review every three (3)
years following the establishment of the respective Plan. At
such times, the Directors to be allocated to each employer
association or Network Group for the ensuing three (3) year
period shall be determined, as nearly as practicable, in
accordance with the proportion which the aggregate
contributions to the Plan, for the preceding three (3) year
period, made by the members of each such employer
association, bears to the total contributions to the Plan made by
members of all such employer associations, or such Network
Group, during such period.

The references in these Pension Plan provisions to any

employer association shall also apply to any employer
association which may be or become a successor thereto.

The Pension Plan shall be industry-wide and open to all

Companies signatory to any of the Guild’s collective bargaining
contracts which provide for payments to the Plan, as above set
forth. By signing a letter of adherence to the Plan (herein
described), and upon acceptance by the Directors, such other
Companies shall be deemed to be parties to the Plan and to have
appointed the Company Directors and Alternate Directors
previously appointed and then serving.

The funds contributed under the Pension Plan shall constitute a

separate Trust Fund created by the Trust Agreement executed
by the parties to this Basic Agreement and adopted by the
Directors. This Trust Fund shall be used solely for the purpose
of providing pension and death benefits for employees covered
by the Guild’s collective bargaining contracts in the motion
picture industry who are eligible for such benefits under the
Plan, and for expenses in connection with the establishment and
administration of the Plan.

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 The Directors of the Plan have determined the form, nature and
amount of pension benefits, the rules of eligibility for such
benefits, and the effective dates of such benefits.

3. The Plan, including the plan of benefits thereunder, are each

contingent upon and subject to obtaining and retaining such
approvals from the Internal Revenue Service, the State
Franchise Tax Board, and any other appropriate authority, as
may be necessary:

a. To establish the Plan as a qualified Plan under the

Internal Revenue Code, and the California Revenue and
Taxation Code;

b. To establish the deductibility for federal income tax and

franchise tax purposes of any and all contributions made
by the Companies to the Fund;

c. To establish that the Plan satisfies the requirements

imposed by Sec. 7(d)(4) of the Fair Labor Standards Act,
in order that contributions by Companies are excluded
from employee’s Regular Rate for overtime purposes.

The Guild and the Companies agree that Article 17.B.3.b.

requires that the Directors of the Plan take steps to ensure the
deductibility of contributions for tax purposes. Consistent with
the provisions of Article 17.B.3.b., the Directors of the Plan
shall consult the bargaining parties for guidance with respect to
use of contributions in the event of a question with respect to
the deductibility of contributions. The parties further agree to
recommend that the Directors, consistent with their fiduciary
duties, maintain a withdrawal liability margin of not less than
ten percent (10%).

Whenever reference in these Pension Plan provisions is made to

the “Plan,” such reference shall include any trust established
and maintained pursuant to or incorporated in the Plan.
Reference herein made to particular laws shall include all rules
and regulations promulgated thereunder. If any part of the Plan
is not so approved or does not comply with, or conform to, the
foregoing or any other applicable law, the Plan shall be
modified by the Directors in such manner and to such extent as
may be necessary in order that the Plan will comply with, and
conform to, all legal requirements, and that the necessary
approvals may be obtained.

The Plan and Declaration of Trust shall provide that no portion

of the contributions thereunder may be paid or revert to the
Company.

4. Company shall furnish the Directors of the Plan upon request

with the required information pertaining to the names, job
classification, social security numbers and wage information for

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 all writers covered by this Basic Agreement, together with such
information as may be reasonably required for the proper and
efficient administration of the Plan. Upon the written request of
the Guild to the Company, such information shall be made
available to the Guild.

5. No part of the Company’s contributions to the Plan may be

credited against the writer’s overscale compensation or against
any other remuneration that the writer may be entitled to, no
matter what form such remuneration may take; nor shall such
contributions constitute or be deemed to be wages due to the
individual employee subject to this Basic Agreement, nor in any
manner be liable for or subject to the debts, contracts, liabilities
or torts of such employees.

6. The Guild, at its option, by a sixty (60) day advance written

notice to Company during the term of this Basic Agreement,
may elect to convert this Plan to a contributory Plan by
providing for contributions to the Plan by the writers in addition
to the contributions by Company as above provided. Such
notice shall be accompanied by a certification by the Guild that
its membership has approved such an election. Within thirty
(30) days after receipt of such notice by Company, the parties
shall meet, negotiate and mutually agree upon the rate,
conditions, method of computation, method of collection, and
the effective date for the commencement of such writer
contributions to the Plan, and when agreed upon, such terms
and provisions shall become a part of this Basic Agreement in
all respects as though fully set forth herein.

C. HEALTH FUND

The health fund, established and known as the “Writers Guild –

Industry Health Fund,” is funded and administered as follows:

1. Company agrees to contribute to the Health Fund amounts

equal in the aggregate to eight and one-half percent (8.5%) of
all “gross compensation” earned and paid or due to writers for
services covered by and subject to this Agreement performed
on or after the effective date hereof, in an employment capacity
(to which employment the provisions of this Basic Agreement
apply).

In connection with the purchase of literary material from a

professional writer, if the Company also employs the writer
under this Basic Agreement for at least one rewrite or polish (as
required in Articles 16.A.3.c. and 16.B.3.h., or otherwise), the
Company shall contribute to the Health Fund for such rewrite or
polish an amount equal to eight and one-half percent (8.5%),
effective November 1, 2004, of the sum of the purchase price,
up to the [Internal Revenue Code] Section 401(a)(17) limit, plus
the amount paid for such rewrite or polish, but in no event shall
the Company be required to make such contributions on sums

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 in excess of the ceiling set forth in Article 17.B.1.e. or in this
Article 17.C.1.

Such amounts shall be contributed as and when the

compensation is paid to the writer. The term “gross
compensation” is used in Article 17.C. as defined in Article
17.B. and is subject to the same ceilings and exceptions
provided for in said Article 17.B., except that for purposes of
Health Fund contribution ceilings, “gross compensation” shall
not include compensation in excess of $250,000, or $500,000 in
the case of a team of three (3) writers, in connection with any
single theatrical motion picture; it being understood that any
percentage for Health Fund contributions shall be paid only on
the first $250,000 of a writer’s gross compensation, or the first
$500,000 in the case of a team of three (3) writers, in
connection with any such motion picture.

The Trustees of the Health Fund shall have the authority to

divert up to one-half percent (0.5%), in increments of not less
than one-quarter percent (0.25%), from the salary increases
provided for the second and third periods of this Agreement, if
they determine that such increase is needed to maintain the
level of benefits in existence on November 1, 2004. If the
Trustees determine that an increase in Health Fund
contributions is needed for this purpose for any such period, the
increases in minimums for that period shall be reduced by a
percentage equivalent to the percentage increase in the Health
Fund contribution rate for that period. The Trustees shall
advise the AMPTP and the Guild of any such determination not
less than sixty (60) days prior to the first day of the period in
which the increase in the Health Fund contribution rate is to
take effect.12

The Trustees of the Health Fund shall also have the authority to
reduce the contribution rate to the Health Fund by up to one-
half percent (0.5%), in increments of not less than one-quarter
percent (0.25%), for the second and third periods of the
Agreement, if they determine that such additional contributions
are not needed to maintain the level of benefits in existence on
November 1, 2004. If the Trustees determine that a reduction
in the Health Fund contribution rate is appropriate for any such
period, then the increases in minimums provided in this
Agreement for that period shall be adjusted upward by a
percentage equivalent to the percentage reduction in the Health
Fund contribution rate for that period. The Trustees shall
advise the AMPTP and the Guild of any such determination not
less than sixty (60) days prior to the first day of the period in

12
The parties agree that the Trustees shall not have the authority to divert from salary
increases to Health Fund contributions for the period November 1, 2005 through October 31,
2006.

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 which the reduction in the Health Fund contribution rate is to
take effect.13

The eight and one-half percent (8 %) contribution rate

mentioned above may be reduced on May 1, 2007 in
accordance with the following procedures: The Trustees of the
Health Fund are instructed to engage a consultant whom the
Trustees will select to deliver a report to the Trustees no later
than February of 2007. The report shall include an estimate of
the “Incurred But Not Reported” (IBNR) reserve required by
the Health Fund as of November 1, 2007 and a forecast of the
additional reserves required to provide six months of “Benefit
Continuation” to Fund participants based on a forecast of
Health Fund expenses for the six month period beginning May
1, 2007. Health Fund expenses include the total administrative
fees, operating expenses, claims expenses and premium expense
for Fund participants. If the sum of the total forecasted reserves
of the Fund is greater than the total of the IBNR reserve and the
additional six months expense reserve for Benefit Continuation,
the difference shall be used to decrease the eight and one-half
percent (8 %) contribution rate effective May 1, 2007. The
decrease shall be determined by the Trustees who may rely in
part on the consultant’s advice, provided their determination is
consistent with the provisions of this paragraph, the discussions
of the parties and the methodologies used for and during the
negotiations. Should the Trustees decide to decrease the eight
and one-half percent (8 %) contri bution rate, they shall notify
the Companies as soon as practical.

2. The Fund shall be administered by at least eighteen (18)

Trustees, six (6) appointed by the Alliance of Motion Picture &
Television Producers, Inc. (hereinafter referred to as the
“Alliance”), three (3) appointed by American Broadcasting
Companies, Inc., CBS Broadcasting Inc. and National
Broadcasting Company, Inc. (Network Group) and nine (9)
appointed by the Guild. For each Trustee so appointed, the
Alliance, the Network Group or the Guild, as the case may be,
will appoint an Alternate Trustee to serve in the event of death,
disability, resignation or absence of such Trustee. The
Alliance, the Network Group and the Guild shall also have the
right at any time to remove any Trustee or Alternate Trustee
appointed by it, and to substitute another Trustee or Alternate
Trustee. In no event shall there be more than nine (9) Company
and nine (9) Guild Trustees and likewise their alternates.

The Health Fund shall be industry-wide and open to all

Companies signatory to any of the Guild’s collective bargaining
contracts which provide for payments to the Fund, as above set
forth. By signing a letter of adherence to the Health Fund
(herein described), and upon acceptance by the Trustees, such

13
The parties agree that the Trustees shall not have the authority to reduce the Health
Fund contribution rate for the period November 1, 2005 through October 31, 2006.

- 233 -
 other Companies shall be deemed to be parties to the Health
Fund and to have appointed the Company Trustees and
Alternate Trustees previously appointed and then serving.

The funds contributed under the Health Fund shall constitute a

separate Trust Fund created by the Trust Agreement executed
by the parties to this Basic Agreement and adopted by the
Trustees. This Trust Fund shall be used solely for the purpose
of providing health and welfare benefits for employees covered
by the Guild’s collective bargaining contracts in the motion
picture industry who are eligible for such benefits under the
Health Fund, and for expenses in connection with the
establishment and administration of the Health Fund.

The Trustees of the Health Fund have determined the form,

nature and amount of health and welfare benefits, the rules of
eligibility for such benefits, and the effective dates of such
benefits.

3. The Health Fund, including the plan of benefits thereunder, are

each contingent upon and subject to obtaining and retaining
such approvals from the Internal Revenue Service, the State
Franchise Tax Board, and any other appropriate authority, as
may be necessary.

Whenever reference in these Health Fund provisions is made to

the Fund, such reference shall include any trust established and
maintained pursuant to or incorporated in the Fund. Reference
herein made to particular laws shall include all rules and
regulations promulgated thereunder. If any part of the Health
Fund is not so approved or does not comply with, or conform
to, the foregoing or any other applicable law, the Health Fund
shall be modified by the Trustees in such manner and to such
extent as may be necessary in order that the Health Fund will
comply with, and conform to, all legal requirements, and that
the necessary approvals may be obtained.

The Health Fund and Declaration of Trust shall provide that no

portion of the contributions thereunder may be paid or revert to
the Company.

4. Company shall furnish the Trustees of the Health Fund upon

request with the required information pertaining to the names,
job classification, social security numbers and wage
information for all writers covered by this Basic Agreement,
together with such information as may be reasonably required
for the proper and efficient administration of the Plan. Upon
the written request of the Guild to the Company, such
information shall be made available to the Guild.

5. No part of the Company’s contributions to the Health Fund

shall constitute or be deemed to be wages due to the individual
employee subject to this Basic Agreement, nor in any manner

- 234 -
 be liable for or subject to the debts, contracts, liabilities or torts
of such employees.

D. [Deleted]

E. AUDITS

1. If, under any WGA Agreement prior to the 1988 WGA

Agreement, a loan-out company, as defined in Article 3.A.3. of
the 1988 WGA Agreement, failed to make the applicable
pension and health contributions on behalf of a loaned-out
writer, Company shall not be liable for such contributions if
such contributions were due more than six (6) years prior to the
date of commencement of the audit that gives rise to the claim
(whether or not it is of the loan-out company’s records or the
borrowing Company’s records). The date of commencement of
the audit shall be deemed to be the date of actual audit entry,
but in no event later than ninety (90) days after the date of the
Plans’ notice of intent to audit. In the event that the Plan(s)
conclude, based on an audit of a loan-out company’s records,
that there exists a claim for unpaid contributions, the Plan(s) or
the Guild must give the borrowing Company written
notification of any such claim for unpaid contributions at the
time that the loan-out company is notified of such claim. In no
event will the borrowing Company be liable for any such
unpaid contributions which were due from the loan-out
company more than six (6) years prior to the date that the
borrowing Company was notified of the loan-out company’s
failure to make the contribution.

2. In addition, Company shall not be liable for pension and health

contributions on behalf of:

a. writers employed directly by the Company with respect

to services performed under a WGA Agreement prior to
the 1988 WGA Agreement, and

b. writers borrowed from a loan-out company with respect

to services performed under an agreement which is
subject to a WGA Agreement prior to the 1988 WGA
Agreement which provides that the Company shall make
pension and health contributions directly to the Plan(s)

if the claim against Company for such pension and health

contributions is not brought within six (6) years after the date of
filing of the compensation remittance report covering such
writer or loan-out company.

3. In the event that the auditors find a consistent pattern of

delinquencies with respect to a particular writer or loan-out
company employed on a particular project, then the six (6) year
periods referred to in subparagraphs 1. and 2. above shall be
extended to allow for the assertion of additional claims with

- 235 -
 respect to the employment of such writer or loan-out company
on such project.

4. If, under the 1988 Agreement, a loan-out company, as defined

in Article 3.A.3. of the 1988 WGA Agreement, has failed to
make the applicable pension and health contributions on behalf
of a loaned-out writer pursuant to Article 17.A. thereof,
Company shall not be liable for such contributions if such
contributions were due more than four (4) years prior to the
date of commencement of the audit that gives rise to the claim
(whether or not it is of the loan-out company’s records or the
borrowing Company’s records). The date of commencement of
the audit shall be deemed to be the date of actual audit entry,
but in no event later than ninety (90) days after the date of the
Plans’ notice of intent to audit. The foregoing limitation shall
apply to claims for contributions on behalf of loaned-out writers
arising under the 1988 Agreement, provided that the notice
requirements set forth in Article 17.A.(iii) of the 1988 WGA
Agreement, when applicable, have been met. In the event that
the Plan(s) conclude, based on an audit of a loan-out company’s
records, that there exists a claim for unpaid contributions, the
Plan(s) or the Guild must give the borrowing Company written
notification of any such claim for unpaid contributions at the
time that the loan-out company is notified of such claim. In no
event will the borrowing Company be liable for any such
unpaid contributions which were due from the loan-out
company more than four (4) years prior to the date that the
borrowing Company was notified of the loan-out company’s
failure to make the contribution.

5. In addition, Company shall not be liable for pension and health

contributions on behalf of:

a. writers employed directly by the Company with respect

to services performed under the 1988 Agreement, the
1992 Extension Agreement, the 1995 Agreement, the
1998 Agreement, the 2001 Agreement or this Agreement,
and

b. writers borrowed from a loan-out company with respect

to services performed under an agreement which is
subject to the 1988 Agreement, the 1992 Extension
Agreement, the 1995 Agreement, the 1998 Agreement,
the 2001 Agreement or this Agreement which provides
that the Company shall make pension and health
contributions directly to the Plans

if the claim against Company for such pension and health

contributions is not brought within four (4) years after the date
of filing of the compensation remittance report covering such
writer or loan-out company.

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 6. In the event that the auditors find a consistent pattern of
delinquencies with respect to a particular writer or loan-out
company employed on a particular project, then the four (4)
year periods referred to in subparagraphs 4. and 5. above shall
be extended to allow for the assertion of additional claims with
respect to the employment of such writer or loan-out company
on such project.

7. The foregoing limitations periods referred to in subparagraphs

1., 2., 4. and 5. above shall not apply when underpayment or a
lack of payment was actively concealed by the Company or the
loan-out company.

F. COMMITTEE ON PENSION AND HEALTH

The Guild and the Companies shall establish a joint committee known
as the “Committee on Pension and Health” to address issues
concerning contributions to the Pension Plan and Health Fund. The
Committee is to be composed of representatives of the Guild, the
AMPTP and/or ABC, CBS and NBC, each of which commits to an
active and expeditious use of this Committee.

The Committee will hold its first meeting within thirty (30) days
following ratification of this Agreement, or other mutually agreed
upon date, and will meet thereafter at the call of either the Guild or the
AMPTP. The Committee will make recommendations to the Guild
and the AMPTP within one (1) year following ratification of this
Agreement. Among the matters to be reviewed by the Committee are
contributions on behalf of writers employed under Article 14 of the
Basic Agreement, and contributions on behalf of professional writers
whose literary material is acquired subject to the terms of the Basic
Agreement. Agreements reached in the Committee may be referred to
the Contract Adjustment Committee established under Article 62.

- 237 -
ARTICLE 18 NOTICE TO WRITERS EMPLOYED ON SAME
MATERIAL

A. GENERAL

The Company will notify a writer (1) at the time a writer is assigned
to any material, if he/she already is employed by the Company, and
(2) before a writer is employed to work on any material, of the names
of all other writers then or previously employed by the Company on
the same material, or from whom the Company purchased the material
on which the writer is employed. Promptly on assigning a writer to
any material, the Company will notify all other writers who are then
employed on such material of the name of the writer so assigned.
With respect to theatrical motion pictures, at the written request of any
participating writer, the Company will, until issuance of the Notice of
Tentative Writing Credits, notify the writer in writing of the name(s)
of any writer(s) employed subsequent to such writer. With respect to
television motion pictures ninety (90) minutes or longer, Company

- 237 -
 will notify all participating writers in writing of the name(s) of any
subsequent writer(s); such notice(s) shall be issued within a
reasonable time after employment of each subsequent writer. The
provisions of this Article are limited to the best knowledge of the
Company. In the case of writers of pilots, or of projects on which
there are competing stories, teleplays or screenplays to be considered
for the same production, the notice of the names of all other writers
then or previously employed by the Company on the same material or
projects, or from whom the Company purchased material (including
source material and formats) on which the writer is employed, shall be
given to the writer before the deal for his/her services has been
concluded, without the writer requesting same.

For the purpose of the preceding sentence, “same material or projects”

shall include any television project assigned by the Company during
the preceding twelve (12) months which featured or proposed to
feature the same performer, regardless of subject matter. If the
performer is a performer in a continuing series, the foregoing
provisions do not require notice to be given to all the writers on that
series, nor do they require that notice be given to a new writer of the
identity of all of the writers of the series.

In the case of a remake, the Company shall furnish the names of the
credited writers of the prior photoplay.

In addition, Company shall include in the writer’s individual

employment agreement, to the best of the Company’s knowledge, the
names of all other writers then or previously employed by the
Company on the same material, or from whom the Company
purchased the material on which the writer is employed (including, in
the case of a remake, the names of the credited writers of the prior
photoplay). The Company shall also indicate in the writer’s
individual employment agreement whether the material is in
turnaround from another company and, if so, the name of such
company.

If more than one (1) writer or writing team has submitted material to
the Company for the same project, the Company will send to the
Guild, upon the commencement of principal photography, a title page
which shall include, to the extent that such information is reasonably
available to the Company at that time, the name of each writer and the
delivery date of the writer’s last submission to the Company.

B. THEATRICAL

A writer invited to pitch or to be interviewed concerning possible

employment on a specific project(s) may inquire of the Company
whether an invitation has been extended to any other writer(s) and the
Company will answer the writer’s inquiry. If requested by the writer,
the Company shall also inform the writer of the approximate number
of writers invited to pitch or to be interviewed.

- 238 -
 The provisions of the foregoing paragraph are subject to the Article
48.E. “Hot Line Dispute Resolution” mechanism, but are not subject
to grievance or arbitration.

C. TELEVISION

At the time a writer is invited to pitch or to be interviewed concerning

possible employment on a long-form television motion picture, the
Company shall make its best effort to inform that writer of the
approximate number of other writers invited to pitch or be interviewed
on that project. In any event, if the writer inquires as to whether such
invitation has been extended to any other writer(s), the Company will
inform that writer of the approximate number of other writers invited
to pitch or be interviewed on that long-form television motion picture.
The provisions of this paragraph are subject to the Article 48.E. “Hot
Line Dispute Resolution” mechanism, but are not subject to grievance
or arbitration.

ARTICLE 19 USE AND DELIVERY OF STANDARD FORM

CONTRACTS

A. GENERAL

If the Company borrows a writer from a loan-out company (as defined

in Article 3 hereof), the Company will provide to the Guild a copy of
its contract with the loan-out company for such services. The Guild
agrees that the contract and information so furnished shall be deemed
confidential and shall not be furnished or communicated to any
person, firm or corporation not directly concerned.

When the writer utilizes an office in his/her home in connection with

an employment agreement with the Company, such utilization by the
writer shall be deemed to be at the request of and for the convenience
of the employer.

B. THEATRICAL

1. The Company agrees that from and after the effective date
hereof, Company will submit to the writer or his/her agent a
written contract setting forth the terms of the writer’s
employment in the following cases:

a. In a simple week-to-week contract, the contract will be

submitted to the writer or his/her agent within two (2)
weeks after his/her employment; or

b. In a simple deal contract, the contract will be submitted

to the writer or his/her agent within three (3) weeks after
his/her employment.

c. A simple contract is defined as a one (1) picture contract

or a week-to-week contract in which there are no

- 239 -
 provisions for percentages, participation or deferments
and in which there are no options for additional pictures.

2. It is understood that there may be other provisions or factors

with respect to which the submission of a complete and definite
contract within the time periods specified in subparagraphs 1.a.
and b. above may be impractical. In any such case, the
Company may request a waiver from the Guild of the
requirements of this Article 19.B.1.a. or b., and the Guild will
not unreasonably withhold the granting of such waiver.

The fact that a deal contract provides for writing to be done in

stages, for example, first draft screenplay followed by final
draft screenplay, does not prevent it from being a simple
contract.

3. As to all other contracts, the Company agrees that from and

after the effective date hereof, upon the employment of any
writer, such writer shall be tendered, within a reasonable length
of time, a written contract setting forth the terms of the
employment. Employment contracts shall contain nothing
contradictory to any of the provisions of this Basic Agreement.

4. Upon the full execution of a written contract, not less than two
(2) copies thereof shall be delivered to the writer or his/her
agent and either or both of such copies shall be executed by the
Company, and if both of such copies are not executed by the
Company, the copy not so executed shall be accurately
conformed by an officer or employee of the Company who shall
place upon any such conformed copy his/her signature or
initials in form sufficient to identify such officer or employee.

5. Within one (1) week after the final execution of an employment

contract between a Company and writer, then if such contract is
subject to this Basic Agreement, the Company will deliver to
the Guild a properly conformed copy of such employment
contract.

Within one (1) week after receipt by Company of the executed

contract referred to below, Company will also send to the
Guild: (a) excerpts from contracts of employment with persons
employed primarily in non-writing capacities (i.e., producers,
directors, etc.) if such contracts contain a right to require
writing services subject to this Basic Agreement, which
excerpts shall include all of the provisions therein relating to
such writing services, and (b) copies of separate contracts for
such writing services which are entered into with persons
employed in non-writing capacities together with such portions
of their contracts for non-writing services which relate to their
compensation for such writing services.

6. In an acquisition contract with a professional writer, Company

will include a statement that such contract is subject to the

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 provisions of this Basic Agreement to the extent provided in
Article 3.B.2. of this Basic Agreement to the extent the same
are applicable. Company will tender such acquisition contract
to the professional writer within thirty (30) days (or forty (40)
days if contract is to be executed outside the State of California)
after agreement with respect to the acquisition of the material
has been reached, and will send a copy thereof to the Guild
within one (1) week after execution thereof by the professional
writer.

An inadvertent failure by the Company to furnish a copy of an

acquisition contract with a professional writer executed outside
of California or a copy of a contract referred to above shall not
constitute a breach of this Basic Agreement.

C. TELEVISION

1. Company agrees that from and after the effective date hereof,
upon the employment of any writer under the television
provisions of this Basic Agreement, it shall tender the writer a
contract setting forth all of the terms of the writer’s
employment, including all of the provisions set forth in
Television Schedule B attached hereto and made part hereof
(except that in the case of writers on term employment or under
week-to-week contracts, said terms shall reflect that the
agreement is not a freelance television writer’s contract and
shall be changed accordingly). None of the terms or conditions
of any employment contract shall be less favorable to the writer
than, or inconsistent with, or violative of, the applicable terms
and conditions contained in this Basic Agreement. Company
agrees to tender such contract to the writer within ten (10) days
following the commencement of his/her employment, and
agrees to send to Guild a copy of the executed contract of
employment within one (1) week after receipt by Company of
such executed contract. The Company further agrees that if a
copy shall not be so sent to the Guild, the Guild shall have the
right to require the writer to refuse to continue rendering
services for the Company until a copy shall be so sent to the
Guild and the writer’s compliance with such directive from the
Guild shall not constitute a breach of his/her individual contract
with the Company. In the event that the Guild gives notice in
writing to the Company that such contract contains provision(s)
less favorable to the writer, or inconsistent with, or violative of,
the applicable terms and conditions contained in this Basic
Agreement and in the further event that Company fails to make
the change so requested within a period of fifteen (15) days
from and after receipt of Guild’s written notice, the difference
or controversy may be submitted by either Company or Guild to
grievance and arbitration and the finding of the arbitration panel
shall be final and conclusive upon the parties hereto.

2. If Company purchases from a non-professional writer literary

material which would otherwise be subject to this Basic

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 Agreement, as provided in Article 3.C.2. hereof, it will notify
the Guild of the name of such non-professional writer from
whom such material is purchased.

3. If Company acquires from a professional writer literary material

subject to this Basic Agreement, to the extent provided in
Article 3.C.2. hereof, it will include in the acquisition
agreement a statement that such agreement is subject to the
provisions of this Basic Agreement to the extent provided in
Article 3.C.2. Company will tender such acquisition contract to
the writer within ten (10) days (or twenty (20) days if contract
is to be executed outside the State of California) after
agreement with respect to the acquisition of the material has
been reached, and will send a copy thereof to the Guild within
one (1) week after execution thereof by the writer.

An inadvertent failure by the Company to furnish a copy of an

acquisition contract with a professional writer executed outside
of California or a copy of a contract referred to immediately
above or the name of a non-professional writer referred to
above shall not constitute a breach of this Basic Agreement.14

ARTICLE 20 SPECULATIVE WRITING

A. THEATRICAL

1. The Company and the Guild agree that there shall be no

speculative writing, nor shall either party condone it as a
practice. As used herein, the term “speculative writing” has
reference to any agreement covered hereunder which is entered
into between the Company and any writer whereby the writer
shall write material, payment for which is contingent upon the
acceptance or approval of the Company or upon the occurrence
of any other event such as obtaining financing, or whereby the
writer shall, at the request of the Company, engage in rewriting
or revising any material submitted under the terms of this Basic
Agreement and compensation for the writer’s services in
connection with such material is contingent upon the
acceptance or approval of the Company, or upon the occurrence
of any other event such as obtaining financing. Company shall
not request a writer to write and submit literary material, other
than a submission contemplated by Article 3.B.2. of this Basic
Agreement, unless the Company first makes a commitment with

14
See Article 14.L. concerning furnishing of contracts.

Note: A total redraft of Article 19, for the purpose of generally simplifying procedures
and clarification, will be assigned to a joint legal committee, consisting of counsel
appointed by WGA and counsel appointed by AMPTP. Recommendations of the joint
committee shall be referred back to the parties for consideration. Revisions agreed upon
by the parties shall be included in the MBA. Pending completion of the redraft, Article
19, as provided above, remains in effect.

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 the writer for the writing of at least a story or treatment. If the
Company does so make a prohibited request, the writer shall
not write and submit such material.

2. The Company and the Guild recognize that there is possibly an

area wherein the proper and constructive exchange of ideas and
criticism between a writer and a Company may be claimed by
the Guild to be speculative writing. Whenever the Guild feels
that speculative writing has occurred, the case will be referred
to grievance and arbitration and the Company’s intent as
determined by the facts shall be an important factor in the
consideration. It is understood in this connection that nothing
in this Article shall limit the submission of original stories or
prevent the Company from discussing with any writer any ideas
suggested by such writer, or discussing with any writer any
ideas or any material suggested by the Company in order to
determine the writer’s thoughts and reactions with respect to
any such idea or other material to determine the writer’s
suitability for an assignment.

B. TELEVISION

1. The Company and the Guild agree that there shall be no

speculative writing, nor shall either party condone it as a
practice. As used herein, the term “speculative writing” has
reference to any agreement entered into between the Company
and any writer whereby the writer shall write material, payment
for which is contingent upon the acceptance or approval of the
Company, or whereby the writer shall, at the request of the
Company, engage in rewriting or revising any material
submitted under the terms of this Basic Agreement and
compensation for the writer’s services in connection with such
material is contingent upon the acceptance or approval of the
Company. Company shall not request a writer to write and
submit literary material, other than a submission contemplated
by Article 3.C.2. of this Basic Agreement unless the Company
first makes a commitment with the writer for the writing of at
least a story. If the Company makes such a prohibited request,
the writer shall not write and submit the requested material.

2. The Company and Guild recognize that there is possibly an area

wherein the proper and constructive exchange of ideas and
criticism between a writer and a Company may be claimed by
the Guild to be speculative writing. Whenever the Guild feels
that speculative writing has occurred, the case will be referred
to grievance and arbitration and the Company’s intent as
determined by the facts shall be an important factor in the
consideration. It is understood in this connection that nothing
in this Article shall limit the submission of original stories or
prevent the Company from discussing with any writer any ideas
suggested by such writer, or discussing with any writer any
ideas or any material suggested by the Company in order to
determine the writer’s thoughts and reactions with respect to

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 any such idea or other material to determine the writer’s
suitability for an assignment, provided, however, that any such
discussion relating to an assignment shall be subject to the
provisions of subparagraph 3. hereof.

3. a. A writer’s initial interview with the Company concerning

employment in connection with an assignment may only
be with (1) a person who is empowered to make, subject
to the negotiation of mutually acceptable terms and
conditions, the final creative decision to engage a writer
for an assignment, or (2) a person designated by the
Company to interview writers with regard to the
particular program, except that a writer’s initial interview
with the Company at the Company’s request concerning
employment in connection with an assignment for an
episodic series may only be with a producer or other
person who is empowered to make the final creative
decision to engage a writer for an assignment.

b. Unless a commitment was made by the Company in such

initial interview, a second interview by the writer with
the Company concerning the same assignment may only
be with a person who, without reference to or
consultation with any other person, firm or corporation,
including but not limited to, network or sponsor, is
empowered to make, subject to the negotiation of
mutually acceptable terms and conditions, the final
decision to engage a writer for an assignment. In no
event may a third interview by the writer with the
Company take place concerning such assignment, nor
may the Company request the writer to render any
writing services, unless there has first been a business
meeting between the writer, his/her agent or
representative, and the business affairs executive or other
executive of the Company charged with responsibility for
negotiating the terms and conditions of a proposed
employment contract between the writer and the
Company and such terms and conditions have in fact
been agreed upon. However, if a time emergency does
not permit such business meeting to precede such third
interview, such business meeting may take place after
such third interview if there has been agreement prior
thereto as to the monies to be paid the writer.

For the purpose of this subparagraph 3., an interview

shall not be deemed to include (1) a telephone request by
Company addressed either to the agent or the writer
solely for information concerning the writer’s availability
for employment or as to his/her credits, or (2) an
appointment solicited by the writer, the purpose of which
is to inform Company of the writer’s availability for
employment or as to his/her credits, or (3) motion picture
screenings. It is expressly understood that the writer may

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 in no event be required to deliver any material written by
him/her until all the terms and conditions relating to
his/her employment in connection with such material
have been agreed upon.

c. If in the first interview the writer gives a story, then a

second meeting at the request of the Company
concerning that story shall constitute a story commitment
at minimum compensation.

d. If, at the request of the Company, the writer gives a story,

either by telephone or in person or otherwise, then a
meeting on that story at the request of the Company is a
commitment. The parties hereto agree that the use of a
telephone call, initiated by an authorized representative
of the Company, as a method of circumventing a meeting
in person to discuss the story is a violation of the
provisions of the preceding sentence.

e. (1) With respect to an episodic series or once-per-

week serial for which more than six (6) episodes,
excluding the pilot, have been ordered, Company
shall have the option of interviewing not less than
one (1) freelance writer for each story commitment
which is unassigned at the time of the network
program order for a given broadcast season.

For each such interview, Company shall inform the

writer at the beginning of the interview of all
storylines then in work, provided that if a storyline
is confidential due to marketing or other
considerations, e.g., a “cliffhanger,” etc., Company
is not required to inform the writer of such
storyline.

The number of such interviews may be reduced by

one (1) for each freelance assignment made. It is
understood that the requirement for such interview
shall not be deemed to imply in any way a
commitment for employment.

Company shall furnish the Guild, upon request,

written reports containing the name of the
Company, the name of the particular series, the
date of and number of episodes in the network
order, the number of story commitments in the
network order, the names of the freelance writers
interviewed, the dates of such interviews, and the
names of all freelance writers employed by
Company as a result of such interviews.

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 In the event the Company records an interview
with the writer, the Company shall furnish a copy
or transcription of such recording to such writer.

(2) In the alternative, in connection with a particular

episodic series, Company shall employ freelance
writers who have not been employed on such
series in the previous broadcast season, to write
not less than two (2) stories with option for
teleplay in the case of an initial network program
order of thirteen (13) episodes or three (3) stories
with option for teleplay, one (1) of which must be
exercised, in the case of a network program order
of twenty-two (22) or more episodes of each such
series during a given broadcast season. In
connection with once-per-week serials, Company
shall have the alternative right to commit to one (1)
teleplay per season for each such serial.

(3) Company shall elect either subparagraph e.(1) or

e.(2) above for each broadcast season of a series.
However, if Company elects subparagraph e.(1)
above and does not generate the levels of freelance
employment specified in subparagraph e.(2) above,
then Company must comply with subparagraph
e.(2) in the subsequent season of such series.
Subparagraph e.(1) would thereafter be available
only if the levels of employment specified in
subparagraph e.(2) were fulfilled in the
immediately prior season of such series.

(4) The foregoing access provisions under this Article

20.B.3. are not applicable to programs produced
under Appendix B of this Agreement.

f. During the 1988 negotiations, the Guild raised concerns

about increasing employment for freelance writers by
strengthening the provisions of the existing contract with
respect to such employment. According to the statistics
provided by the Guild, on most series, freelance writers
have, in fact, been employed at the levels proposed by the
Guild.

In recognition of the Guild’s desire to encourage

Companies to continue to employ freelance writers at
those levels during the term of this Agreement, the
parties have agreed as follows: In the event the Guild
finds that a particular Company is not employing
freelance writers at those levels, the Company, upon
request of the Guild, will participate in a meeting with
the Guild to discuss the Guild’s concerns. The Company
will invite the persons responsible for making script
assignments on the series in question to such meeting.

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 4. Company shall furnish in writing to the Guild, as to each
program and series and serial, the names of all persons
empowered to make a commitment with the writers. Such
notification shall be binding on Company. Any changes must
be furnished to the Guild in writing, but shall be effective only
after receipt by the Guild.

5. Each writer called in to an interview for an episodic series or

once-per-week serial shall be provided with a format, including
character descriptions and brief synopses, of all storylines
previously produced for the current season.

ARTICLE 21 LOCATION EXPENSES (GENERAL)

A. If a writer is required by the Company to perform services on any

location sufficiently far away from the Company studio so that
overnight accommodations are reasonably necessary, the Company
shall furnish and pay for first-class board and lodging, if available,
while the writer is required to remain on any such location, and agrees
to furnish for the writer first-class transportation, if available, to and
from any such location, it being understood that such first-class
transportation need not include a drawing room or compartment or
passage on any so-called “extra fare” train or plane. The Company
may, in any contract of employment between the Company and a
writer, designate a reasonable daily maximum liability on the part of
the Company for such board and lodging of the writer.

If the writer is required to travel from the writer’s then residence to

Company’s studio or offices in connection with an interview for
proposed employment or in connection with writing services under a
freelance employment contract, and such travel would reasonably
require overnight accommodations (for such purposes, travel in excess
of one hundred fifty (150) miles is deemed reasonably to require
overnight accommodations), the Company will:

1. Supply or reimburse reasonable first-class, if available,

transportation plus return transportation if the writer does not
accept additional employment while at such designated site; and

2. Supply or reimburse for first-class board and lodging, if

available, during the period of travel and continuing until the
writer’s services commence or in the case of an interview,
during the period the writer is required to remain at such site.

The writer must advise the Company prior to the deal for the writer’s
services being concluded or, in connection with an interview for
proposed employment, prior to agreement for travel for such interview
being concluded, if the writer’s residence is over one hundred fifty
(150) miles from the Company’s studio or offices.

1995 addition regarding television motion pictures ninety (90)

minutes or longer. Without in any way derogating from the foregoing

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 and in order to address special concerns of writers of television
motion pictures ninety (90) minutes or longer, it is agreed that upon
request of such a writer, reasonable location expenses shall be
provided in advance of a writer’s travel, unless Company policy
prohibits advances for location expenses to its executive personnel. If
there is such a policy, Company shall reimburse the writer’s location
expenses within the time provided under Company policy for its
executive personnel, but in no event later than thirty (30) days after
submission of an expense reimbursement request in the form required
by the Company. The writer shall account to the Company for such
expenses within the time and in the manner required by Company
policy for its executive personnel.

B. Company will provide a minimum coverage of $200,000 of accidental

death and dismemberment insurance to any writer while required by
Company to travel by means of transportation furnished by Company,
other than by air, during writer’s assignment. If writer is required to
travel by air, Company will provide a minimum of $250,000 of such
insurance for each writer, and $350,000 of such insurance for each
writer in cases where required to travel by helicopter.

Writer shall be permitted to fill out a form specifying a beneficiary.

Such form shall be filed with the designated representative of the
Company.

If, during the term of this Basic Agreement, the Company enters into a
collective bargaining agreement of industry-wide application with
DGA or SAG which provides, under conditions similar to those
specified above, for an increase in the amount of any such coverage to
amounts greater than the comparable amounts specified above, then
the Guild may elect to substitute the comparable amounts for all three
(but not for less than all three) of the amounts specified above. Such
substitution shall become effective ten (10) days after the Company
receives written notice of such election from the Guild.

C. The beneficiary or beneficiaries designated by written notice to the

Company shall be entitled to the proceeds of said insurance; provided,
however, if the writer does not give a beneficiary designation as
aforesaid, then the beneficiary or beneficiaries shall be as designated
in the Pension Plan, or if the writer has designated a beneficiary in the
Health Fund at a later time than the designation in the Pension Plan,
then such subsequent designation shall prevail.

D. An industry-wide committee shall be established to work out

appropriate rules with regard to transportation in light of changing
conditions in the airline industry.

ARTICLE 22 TERM CONTRACTS - OPTIONS (GENERAL)

With respect to any contract of employment between the Company and a

writer by the terms of which the Company is granted an option or options to
extend such employment on a term basis, the first of such option periods

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 shall be not less than thirteen (13) weeks; the second of such option periods
shall be not less than twenty-six (26) weeks; the third of such option periods
shall be not less than twenty-six (26) weeks and each additional option
period shall be not less than fifty-two (52) weeks, and such option periods
shall be consecutive, except that the provisions of this Article shall not apply
in the following instances:

A. To a writer who desires to work only a limited portion of each year or

whose contract of employment provides for extended lay-off periods;

B. To a writer whose term of employment is extended for such period,

not exceeding, however, sixty (60) days, as may be required to
complete any assignment or assignments on which the writer was
engaged at the expiration of the term of such contract;

C. To a writer whose contract is extended for any period or periods by

reason of any incapacity or any contractual, legal or equitable default
of the writer, or any interference, suspension or postponement by
reasons of any causes provided for or specified in the “force majeure”
clause of such writer’s contract; and

D. To a writer who grants options for employment to write literary

material, other than on a term basis.

It is understood that the above-designated minimum periods may be either

with or without lay-off.

ARTICLE 23 LAY-OFF (GENERAL)

A. The Company agrees that with respect to any term contract of

employment between the Company and a writer, the then current term
of which is a period of twenty-six (26) weeks or more and in which an
option is granted the Company to place the writer on lay-off without
pay for a period of three (3) weeks or more, any installment of lay-off
shall be for a minimum of three (3) weeks except in the following
instances:

1. If, at any time, the remainder of the lay-off allowable during

any term of employment is less than a period of three (3) weeks,
then such remaining period of lay-off may be given at any one
time.

2. If any part of the allowable lay-off period is given at the end of

any term of employment under said contract of employment,
then any such lay-off period may be for less than a period of
three (3) weeks.

B. With respect to any term contract of employment between the

Company and a writer, the then current term of which, as designated
in the writer’s employment agreement, is a period of less than twenty-
six (26) weeks and in which an option is granted the Company to

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 place the writer in lay-off, any allowable lay-off must be taken in one
period.

C. The provisions of this Article 23 are not intended to apply to any

suspension or lay-off by reason of any incapacity or default of the
writer or interference, suspension or postponement by reason of any
of the causes provided for or specified in the “force majeure” clause
of such writer’s contract. At any time after the commencement of any
lay-off period, the Company may recall the writer and if the Company
pays the writer continuous contract salary for the intervening period,
then such period shall not be regarded as lay-off for the purposes of
this Basic Agreement.

ARTICLE 24 GUARANTEED EMPLOYMENT (GENERAL)

A. If a writer is employed at scale or above on a week-to-week basis,

he/she shall be employed for at least one (1) week, except in the
following instances in which there is no guarantee of any minimum
employment:

1. Assignments which are complete or which normally could be

completed prior to the expiration of the minimum period of
employment above mentioned; it being agreed that if at the time
of a writer’s engagement, the writer and the Company agree in
writing that the assignment is one which could normally be
completed prior to the expiration of the minimum period of
employment and include in such written agreement a short
descriptive phrase (such as, but not limited to, “additional
dialogue,” “technical aid,” “incidental dialogue,” or any other
general descriptive phrase) identifying the work to be done and
designate the time within which such assignment could
normally be completed and the writer accepts such engagement,
then the applicable minimum period shall not apply and the
writer may not thereafter deny any fact stated in such written
agreement. Either party may terminate any such engagement at
any time after the expiration of the time so agreed upon.

The daily salary shall be one-fifth (1/5) of the agreed upon

weekly salary.

2. Any non-exclusive employment, that is to say, any employment

in which the writer is not required to devote his/her entire
working time exclusively to such employment.

B. The obligation of the Company hereunder to furnish employment

during the minimum periods of employment above mentioned, or any
part thereof, shall be wholly discharged by the payment of the agreed
salary for the minimum period.

C. The provisions of this Article shall, of course, be subject to any and

all rights of suspension and/or termination which the Company may
have by contract or otherwise, in the event of any incapacity (other

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 than by reason of mere incompetence or unsuitability) or default of the
writer, or in the case of any interference, suspension, or postponement
by reason of any of the causes provided for or specified in the “force
majeure” clause of such writer’s contract.

ARTICLE 25 NOTICE OF TERMINATION OF EMPLOYMENT

(GENERAL)

Any writer who has worked for the Company on a week-to-week basis for a
period of not less than eight (8) consecutive weeks, including time before as
well as after the effective date hereof, at a salary of $5,077.15 or less a week,
shall be entitled to receive and shall be required to give not less than one (1)
week’s notice prior to the termination of such employment. Any writer who
has worked for the Company on a week-to-week basis for a period of not
less than fifty-two (52) consecutive weeks, including time before as well as
after the effective date hereof, at a salary of $5,077.15 or less a week, shall
be entitled to receive and shall be required to give not less than two (2)
weeks’ notice prior to the termination of such employment.

The eight (8) week and fifty-two (52) week periods above referred to shall
be exclusive of any prior period of guaranteed employment. It is understood
that, for the purposes hereof, work performed by the writer shall be deemed
to be consecutive during the time for which the writer receives
compensation. Any period of suspension by reason of any of the causes
provided for or specified in the “force majeure” clause of such writer’s
contract shall not be deemed to break any consecutive period of work, but
the period or periods of any such suspension shall not be counted as work
time for the purposes hereof. If a Company shall discharge a writer solely
for the purposes of evading the provisions hereof and shall, within forty-
eight (48) hours, re-employ such writer, the writer shall be deemed to have
worked continuously regardless of such discharge.

ARTICLE 26 FORCE MAJEURE

Company shall have the right to suspend a writer employed on a week-to-

week basis or for a definite term during all or any part of any period of so-
called “force majeure.” If any such suspension continues for a period of five
(5) or more weeks after its commencement, the writer shall have the right to
terminate his/her employment during the continuance of such suspension by
giving Company, after the expiration of such period of five (5) weeks,
written notice of such termination to be effective not less than one (1) week
after the actual receipt by Company of such notice; provided, however, that
such employment shall not be terminated if within one (1) week after the
actual receipt of such notice Company reinstates such employment, at the
agreed upon compensation provided for thereunder. Nothing herein
contained shall be considered to deprive Company of its right after such
reinstatement to suspend any such employment by reason of another event of
“force majeure,” or of Company’s right to terminate any such employment at
any time after the commencement of the suspension period.

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ARTICLE 27 MOTION PICTURES TO WHICH AGREEMENT NOT
APPLICABLE (THEATRICAL)

It is understood that the provisions of this Basic Agreement shall not apply
to motion picture cartoons, newsreels, advertising shorts, trailers,
travelogues, commercial films or news or sports commentations.
“Informational Programs” are covered by the Sideletter on pages 583-584 of
this Basic Agreement.

ARTICLE 28 WARRANTY AND INDEMNIFICATION (GENERAL)

A. Company and writer may, in any individual contract of employment,

include provisions for warranties of originality and no violation of
rights of third parties, indemnification against judgments, damages,
costs and expenses including attorneys’ fees in connection with suits
relating to the literary material or the use of the literary material
supplied by the writer or the use thereof by Company; provided,
however, that the writer shall in no event

1. be required by contract to waive his/her right to defend

himself/herself against a claim by Company for costs, damages
or losses arising out of settlements, stipulations for entry of
judgment or other similar agreements to resolve disputes, not
consented to by the writer, unless the writer agrees to such
waiver in a separate writing signed by the writer, and Company
reserves all of the rights it may otherwise have against the
writer;

2. be required to warrant or indemnify with respect to any claim

that his/her literary material defamed or invaded the rights of
privacy or publicity of any person or entity unless the writer
knowingly used the name, likeness, characteristics or
personality of such person or entity or should have known, in
the exercise of reasonable prudence, that such person would or
might claim that his/her name, likeness, characteristics or
personality was used in such material;

3. be required to warrant or indemnify with respect to any material

other than that furnished by the writer;

4. be required to warrant or indemnify with respect to third party

defamation, invasion of privacy or publicity claims, when the
writer is requested by the Company to prepare literary materials
which are based in whole or in part on any actual individual,
whether living or dead, provided writer accurately provides all
information reasonably requested by Company for the purpose
of permitting the Company to evaluate the risks involved in the
use of the material supplied by writer.

B. The Company shall indemnify such writer against any and all
damages, costs and expenses, including attorneys’ fees, and shall

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 relieve the writer of all liability in connection with any claim or action
respecting:

1. material supplied to the writer by the Company for

incorporation into the writer’s work or incorporated in the
writer’s work by employees, agents having actual, apparent or
ostensible authority or officers of the Company other than the
writer;

2. changes in the writer’s literary material made by the writer at

the Company’s request or direction; or

3. material other than that furnished to the Company by the writer.

C. The Company and the writer, upon the presentation of any such claim
to either of them or the institution of any such action naming either or
both of them as defendants, shall promptly notify the other of the
presentation of any such claim or the institution of any such action
giving such other party full details thereof. The pendency of any such
claim or action shall not relieve the Company of its obligation to pay
to the writer any monies due with respect to the literary material
contributed by the writer.

The Company shall name or cover the writer (including writers

employed via loan-out companies) as additional insured on its errors
and omissions policies respecting theatrical and television motion
pictures.

D. The indemnified party shall cooperate (without being required to incur

any costs or expenses) in the defense of any claim for which
indemnification is provided in this Article.

E. The Company shall not seek indemnification from the writer while a
claim or action by a third party is pending, nor shall the writer be
required to indemnify the Company based on alleged, rather than
actual, breach of warranty or violation of the rights of third parties.
Therefore, any claim for indemnification by the Company against the
writer need not be filed during the pendency of such third party claim
or action.

F. Nothing in this Article 28 precludes the Company from making a

claim for breach of warranty and/or indemnification against the writer
in the absence of an adjudication of the third party claim. The writer
and the Company may agree, in the writer’s personal services
contract, upon the forum and manner in which the Company’s claim
will be heard.

ARTICLE 29 SEPARATE AGREEMENT (GENERAL)

This Basic Agreement shall be construed as a separate agreement between

the Guild and each Company signatory to a similar agreement with the
Guild. No default or breach of a similar agreement by such other Company

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 shall constitute a default or breach by or impose liability on the Company
and a default or breach by the Guild as to a Company signatory to a similar
agreement with the Guild shall not constitute a default of the Guild as to the
Company. Termination of a similar agreement between the Guild and any
other Company shall not affect this Basic Agreement.

ARTICLE 30 WRITER EMPLOYMENT AGREEMENT WITH

COMPANY (THEATRICAL)

It is the intent of the parties hereto that nothing in this Basic Agreement shall
be construed so as to give to the Company or to any individual writer
employed by the Company the right to terminate or the right to refuse to
perform (except to the extent specifically provided in Article 7 hereof)
pursuant to the provisions of any individual contract between the Company
and any such writer, or the right to claim a breach of such individual contract
of employment by reason of any breach of any provisions of this Basic
Agreement. The Guild shall have the right to waive any of the provisions of
this Basic Agreement on behalf of or with respect to any individual writer.

ARTICLE 31 OPPORTUNITY TO EXECUTE SIMILAR AGREEMENT

(THEATRICAL)

Any person, firm or corporation now or hereafter during the life of this Basic
Agreement engaged in the United States in preparation or production of a
photoplay in which the Company has a substantial financial interest shall be
afforded the opportunity of becoming a signatory to an agreement with the
Guild containing the same terms and provisions as this Basic Agreement.

ARTICLE 32 REFERENCE TO AGREEMENT (GENERAL)

This Basic Agreement shall be referred to as the Writers Guild of America

Theatrical and Television Basic Agreement of 2004.

ARTICLE 33 JURISDICTIONAL DISPUTES (GENERAL)

The Guild agrees to cooperate in good faith with the Company and with
other guilds and organizations representing employees of the Company in
working out a method for the determination of jurisdictional disputes
without work stoppages.

ARTICLE 34 [Deleted.]

ARTICLE 35 RECOGNITION OF AGREEMENT (GENERAL)

The Guild agrees that it will take proper steps to provide that its by-laws
carry this Basic Agreement into effect and that, during the term of this Basic
Agreement, it will not maintain or adopt any articles or by-laws or any rules

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 or orders which will be in conflict with this Basic Agreement. The Guild
will use its best efforts to cause its by-laws to provide that each of its
members shall be bound by the provisions of this Basic Agreement. The
Guild will not, by the adoption of by-laws or otherwise, seek to prevent the
inclusion in contracts of employment between any writer and the Company,
or any Companies signatory hereto of any terms or conditions not violative
of this Basic Agreement, or seek to require that individual agreements of
employment between any writer and the Company contain any provisions
not required by this Basic Agreement. It is the intent of this Basic
Agreement that, except to the extent that the Company is expressly limited
by this Basic Agreement, the Company is not subject to any restrictions or
limitations with respect to individual employment contracts with the writers
employed hereunder. The Guild represents and warrants that, at all times
during the term hereof, it will have exclusive jurisdiction over the matters
and procedure necessary to carry out the purposes and intent of the
foregoing provisions of this Article 35 and over all other covenants and
agreements to be kept or observed by the Guild pursuant to this Basic
Agreement. The Company will not either alone or in concert with any other
Company signatory to a similar agreement with the Guild take any action of
any kind that will interfere with the performance of this Basic Agreement on
the part of the Company or violate the provisions of this Basic Agreement.

Company will comply with all federal, state and local laws relating to
amounts to be withheld and payments to be made in connection with any
wages or salaries payable to writers employed by the Company.

Company acknowledges that all minimums required to be paid to writers

employed hereunder are wages or salaries paid to employees and are subject
to all federal, state and local laws relating thereto.

ARTICLE 36 TERMS AND CONDITIONS APPLICABLE TO

CERTAIN CATEGORIES OF PROGRAMS

The terms and conditions applicable to:

Comedy/Variety Programs
Quiz and Audience Participation Programs
Serials - Other Than Prime-Time
Other Non-Dramatic Programs (including non-dramatic children’s
programs)
Documentary, News and Public Affairs Programs

shall be set forth in Appendix A to be attached to and wholly incorporated in

this Agreement.

ARTICLE 37 NAMES ON LITERARY MATERIAL (GENERAL)

During the development phase of a theatrical or television motion picture

(e.g., when submissions to agents, actors or directors are being made),
Company shall place the name of the initial writer on literary material
written hereunder, following which the words “current revisions” shall

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 precede the name(s) of the writer(s) of that draft. During this phase,
Company shall utilize the following standard cover page on literary material
covered hereunder:

(NAME OF PROJECT)
by
(name of first writer)

(BASED ON, IF ANY)

Current revisions by
(current writer, date)

Name, address and telephone number of Company (if applicable)

Upon commencement of pre-production, Company shall place the name of

the initial writer on literary material written hereunder, following which the
word ‘revisions’ shall precede the names of all subsequent writers. Once
writing credits have been determined, only the names of the credited writers
shall appear on the literary material. Inadvertent failure to so include or
exclude any name shall not constitute a breach of this Basic Agreement.
Upon commencement of pre-production and until such time as writing
credits have been determined, Company shall utilize the following standard
cover page on literary material covered hereunder:

(NAME OF PROJECT)
by
(name of first writer)

(BASED ON, IF ANY)

Revisions by
(names of subsequent writers,
in order of work performed)

Current revisions by
(current writer, date)

Name, address and telephone number of Company (if applicable)

ARTICLE 38 NON-DISCRIMINATION

A. POLICY AND NEW PROGRAMS

1. The parties to this Basic Agreement agree that, to the extent

provided by applicable federal and state statutes only, there
shall be no discrimination due to sex, age, race, religion, sexual
preference, color, national origin, or physical handicap.

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 2. In accordance with this policy, the Company reaffirms and
agrees to continue its policy of such non-discrimination in
employment of writers hereunder.

The Company agrees to explore with the Guild’s Equal

Employment Officer new affirmative action programs to
increase employment opportunities and the availability of
writing assignments for writers in the “protected classes,” as
defined in this Article, in the fields of television and theatrical
motion pictures.

In addition, each Company will designate one or more high

level creative, production or programming executives to meet
on an individual Company basis at least once per year with
members of the WGA west and WGA East, who have been
designated by the Board of Directors of WGA west and Council
of WGA East. Each such meeting will be held at the request of
the WGA or the Company, and any subject that the WGA
members or Company executives wish to discuss relating to
diversity will be suitable for discussion. Additional meetings
may be scheduled by mutual agreement of the Company and the
Guild. Upon mutual agreement, the parties may seek the
involvement and participation of SAG, AFTRA and the DGA.

3. In accordance with this policy, the Guild reaffirms and agrees

to continue its policy of such non-discrimination with respect to
admission to membership and rights of membership.

4. All of the foregoing and its application is subject to the

individual writer, the WGA and Company’s First Amendment
and creative rights and protections.

B. REPRESENTATIVES

1. The Company shall designate an individual as Equal

Employment Officer and such individual’s name, address and
telephone number shall be forwarded in writing to the Guild.

2. WGA shall designate an individual as Equal Employment

Officer and such individual’s name, address and telephone
number shall be forwarded in writing to the Company.

3. The individuals named pursuant to subparagraphs 1. and 2.

above shall be responsible for the full implementation of their
respective commitments hereunder.

C. HUMAN RESOURCES COORDINATING COMMITTEE

The Human Resources Coordinating Committee shall meet upon

request of either the Companies or the Guild. The Committee shall
consist of no fewer than twelve (12) persons: six (6) representatives
of the WGA and six (6) representatives selected by participating
Companies. A quorum of such Committee shall be six (6): three (3)

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 representatives of the WGA and three (3) representatives of
participating Companies. The Companies’ representation as a whole
and the Guild representation as a whole each constitute a vote of one
(1). The purpose of this Committee is as follows:

1. to establish the Data Submission Program and to analyze and

review employment data submitted thereunder, and

2. to establish and supervise the Writers Training Program, and to

review the continuing operation of such program to ensure
compliance with the established criteria and procedures, and

3. to explore and consider additional programs, the primary

purpose of which would be to enhance and expand employment
in writing capacities for members of minority groups, women,
the physically handicapped and writers in the protected age
group (forty (40) years of age and older) in the motion picture
and television industry.

The Committee shall have the authority to hear claims and/or disputes
(except for those claims and/or disputes for compensation under
Article 38.F.2.a. below) arising pursuant to the Data Submission
Program and Writers Training Program, and make recommendations
for the resolution thereof.

D. DATA SUBMISSION PROGRAM

1. The Company shall submit to WGA, within thirty (30) days

after each calendar quarter, a report containing the information
in the standardized form provided under Article 38.D.2. below
regarding writers employed by Company under this Agreement
during the preceding calendar quarter. The WGA will not
unreasonably deny a request by such Company for an extension
of time for submission of the first such report.

2. The Company will submit the above data on the following

standard form, which has been agreed to by the parties. The
Guild shall, within ten (10) days after completion of same,
supply the Company with a copy of the data it has compiled
from the Company’s standard report form.

If there is confusion as to the identity of a writer listed on the

Company’s report because two (2) or more writers have the
same first and last name, then Company shall, upon request of
the Guild, furnish to the Guild such writer’s social security
number, if known to the Company, or the employer
identification number of such writer’s loan-out company.

The WGA and the Companies agree that they will continue to
bargain in good faith through the HRCC and its Data Program
Subcommittee regarding a computerized or electronic reporting
system, and that the HRCC may implement such a system
during the term of the 2004 Basic Agreement, so long as the

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 data reported is as comprehensive as set forth in the standard
form below. Before such a system is implemented and becomes
operative, the Company is required to use the paper version of
the standard form as set forth below. The foregoing does not
preclude the WGA from agreeing to a computerized or
electronic reporting system on a Company-by-Company basis
at any time during the term of the 2004 Basic Agreement.

DATA SUBMISSION PROGRAM REPORT (WGAw)

COMPANY:

PERIOD COVERED: QUARTER: 20

EMPLOYMENT CATEGORIES NAME(S) OF WRITER(S)

A. TELEVISION

1. FREELANCE - STORY*

2. FREELANCE - TELEPLAY*

3. STAFF - STAFF WRITERS

4. STAFF - STORY EDITOR

5. STAFF - WRITER/PRODUCER

6. DEVELOPMENT DEAL

B. THEATRICAL

1. FREELANCE

2. DEVELOPMENT DEAL

Submitted by: _______________________________ ___________________

(Print name) (Title)

Signed:

Dated:

*Includes staff writers with story and/or teleplay assignments.

3. In the event that Company fails to submit the report within the
time specified in subparagraph 1. above, the Guild may send a
written notice of delinquency to the Company’s Equal
Employment Officer requesting submission of the report within
ten (10) working days of receipt of the notice. It is recognized
that while Company shall be obligated to make reasonable
efforts to ascertain the required data, subject to any legal

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 restrictions applicable thereto, there may be individual
circumstances when Company will be unable to secure the data
or vouch for its accuracy.

E. SCRIPT SUBMISSION PROGRAM

[The WGA exercised its right to terminate this Program during the
term of the 1988 Basic Agreement.]

F. WRITERS’ TRAINING PROGRAM

WGA and Company acknowledge the desirability of bringing new

writers of diverse backgrounds into the entertainment industry,
enhancing the training opportunities of aspiring writers with a primary
emphasis on providing opportunities to aspiring writers in the
following categories: women, ethnic minorities, physically
handicapped and writers in the protected age group (forty (40) years
of age or older). For that purpose, a voluntary training program may
be established on a Company-by-Company basis under which new
writers will train with professional writers under the terms and
conditions provided below. Employment of a trainee by Company
pursuant to this program will be limited to one such trainee for each
episodic series produced by Company, which series is in the second or
any subsequent year of production. The Human Resources
Coordinating Committee shall establish the criteria for participation
by the Companies and trainees in the program. The WGA may waive
any such criteria on a case-by-case basis to accommodate the needs of
the trainee or Company.

1. An individual employed as a trainee at the rates set forth below

may perform, under the immediate supervision of a professional
writer, assigned writing services with an emphasis on the
development of the fundamental writing skills of a professional
writer.

2. a. Company may employ as a trainee on a term basis an

individual who has not previously sold any literary
material under, or been employed pursuant to, this MBA
or any of its predecessor MBAs (1) for a term of six (6)
consecutive weeks with six (6) weeks guaranteed at a
minimum weekly rate of compensation as follows:

$761.00 from November 1, 2004 to October 31, 2005;

$784.00 from November 1, 2005 to October 31, 2006;
and
$808.00 from November 1, 2006 to October 31, 2007;*

and at the Company’s option (2) for an additional term of

fourteen (14) consecutive weeks with an additional
fourteen (14) weeks of guaranteed employment at a
minimum weekly rate of compensation as set forth in

*
See page 72.

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 subparagraph 2.a.(1) above. The employment
relationship will normally terminate after such twenty
(20) week period; however, a trainee may be continued if
the Company so elects pursuant to the terms and
conditions of Article 13.A.15. and 13.B.7.s.(3) as though
such individual had not previously been employed under
any Guild MBA. The parties recognize that the time
provisions set forth above may not be adequate to serve
the needs of the trainees, Companies, WGA or program
and agree that the time provisions may be modified by
consent of (i) the Guild and the Company and/or (ii) the
Human Resources Coordinating Committee.

b. In no event shall a trainee be employed at the trainee

minimum to render or to perform services for which the
Company would otherwise have utilized a writer under
the Agreement.

3. In the event trainee elects to discontinue participation in the

program, Company’s obligation to pay trainee pursuant to
subparagraph 2.a. above shall extend only to the weeks during
which trainee participates in the program.

4. In the event the television series to which trainee has been

assigned is either cut back or cancelled, trainee’s employment
on said series shall continue for one (l) week beyond the final
week of production. Company will use its best efforts to
reassign trainee to another television series in order to enable
trainee to complete the training program.

5. The trainee shall be listed as a participating writer in

accordance with the provisions of Television Schedule A on the
Notice of Tentative Writing Credits submitted to the Guild
following production of the script and there shall be an
automatic credit arbitration to determine writing credits.

a. In the event a trainee receives a share of writing credit,

the trainee shall be paid the full applicable minimum
compensation due as determined by the writing credit.
This compensation shall be in addition to the
compensation the trainee receives pursuant to the training
program.

b. The trainee shall, upon receiving a share of the writing

credit, be eligible for full membership in the Guild.
Notwithstanding the foregoing, the trainee shall be
eligible at his/her option for continued participation in
the program in accordance with the provisions set forth in
subparagraph 2. above.

6. Employment as a trainee shall not constitute employment

within the meaning of Article 6 - Guild Shop, except if the

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 trainee elects membership in the Guild pursuant to
subparagraph 5.b. above.

7. Company shall notify WGA of all trainees employed pursuant

to this Writers’ Training Program, setting forth the trainee’s
name, address, ethnicity or other characteristics as described in
the first sentence of this Article 38.F. and the title of the series
to which trainee is assigned. This notification shall be within a
reasonable period of time prior to the start date of trainee’s
employment, not to exceed two (2) weeks and shall include
trainee’s resume. The transmission of such data, including the
trainee’s resume, shall be made in accordance with all
applicable state and federal statutes.

8. The minimums specified in subparagraph 2. above shall not be

deemed “compensation” for purposes of Article 17 of this
Agreement. Notwithstanding the foregoing, to the fullest extent
possible under Company’s individual Health and Welfare plans,
trainee shall be included under the coverage of such Plans for
the duration of trainee’s participation in this program.

9. A maximum of seventy-five (75) persons (on an industry-wide

basis) may be employed as trainees under this program during
any calendar year.

10. The Guild, for good faith reasons, may refuse entry to or
disallow or terminate this training program on a Company-by-
Company basis upon thirty (30) days written notice to
Company.

G. ARBITRATION

Claims and/or disputes relating to or arising from this Article 38 are

not subject to the provisions of Articles 10 and 11 of this Basic
Agreement, nor are they otherwise subject to arbitration, except that
the matters listed in subparagraphs 1., 2. and 3. below shall be subject
to Articles 10 and 11.

1. Breaches of the reporting requirements of the Data Submission

Program. For such breaches, the arbitrator may order the
Company to submit the required reports. In addition, for an
unjustified failure to submit a required report within the ten
(10) day period specified in subparagraph D.3. above, the
arbitrator shall order damages of $600 for the first such
violation and damages of $600 to $1,500 for each subsequent
failure to submit a required report.

2. Breaches of the requirement to designate an Equal Employment

Officer or failure, without justifiable reason, of such officer to
meet with the Guild officer upon ten (10) days notice. The sole
remedy which the arbitrator may impose for such failure is
damages not to exceed $5,000.

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 3. Breaches of the payment requirements of Article 38.F.2.a.

H. The affirmative action provisions contained in this Article 38 are

adopted in reliance upon the EEOC’s affirmative action guidelines,
codified in Title 29 CFR Part 1608. The Company and the WGA
have conducted a reasonable self-analysis with respect to the
employment of writers covered by this Agreement. This analysis has
indicated that minorities (defined for purposes of Article 38 only as all
persons not properly identified as “white (not Hispanic origin)” on
EEO-1 reporting forms) constitute an undesirably low percentage of
individuals who have worked under this Agreement. The Company
and the WGA desire to maximize all protected groups’ access to the
employment opportunities covered by this Agreement. Based on the
aforementioned statistical analysis, the Company and the WGA
conclude that there is a reasonable basis to take affirmative action.
This affirmative action will insure that all groups have access to said
employment opportunities. This affirmative action plan was initially
dated June 2, 1982, and was modified as of March 1, 1985, as of
August 8, 1988, as of May 2, 1992, as of May 2, 1995, as of May 2,
1998, as of May 2, 2001 and as of November 1, 2004. The plan is
temporary, will be re-examined with each successive collective
bargaining agreement, is not intended to maintain a racial balance, is
not intended to require the employment of any particular person or
person of any particular race or national origin for any particular
employment opportunity, but is simply designed to create training and
employment opportunities for persons of all protected groups. This
plan is voluntarily entered into by the Company and the WGA. It is
under no circumstances designed to require the Company to hire
unqualified persons.

ARTICLE 39 PILOT SCREENING (TELEVISION)

If more than five (5) writers are invited to the screening, the Company will
give the Guild the names of the writers invited and will inform the individual
writers merely of the number invited. Company will also inform the writer
or his/her agent of the approximate number of assignments open to the best
of the Company’s knowledge at the time such a writer is invited.

ARTICLE 40 SECURITY INSTRUMENTS (TELEVISION)

A. With respect to all television motion pictures produced during the

term hereof, Company agrees to either:

1. include in any chattel mortgage, pledge or other lien or security

agreement covering any television motion picture a provision
made expressly for the benefit of the Guild as representative of
the writers involved in such motion picture to the effect that if
such chattel mortgage, pledge or lien or security is foreclosed
and such mortgagee, pledgee, lien or security holders agree that
if such mortgagee, pledgee, lien or security holder thereby
obtains title to such motion picture and subsequently exhibits

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 the same on television or in theatrical release, then, in such
event, after such mortgagee, pledgee, lien or security holder has
recouped its loan so secured plus interest and all costs and
expenses of foreclosure, such mortgagee, pledgee, lien or
security holder will be bound by the provisions of the Writers
Guild of America Theatrical and Television Basic Agreement
of 2004 with respect to the payment of rerun fees, foreign
telecast fees and theatrical use fees thereafter due under this
Basic Agreement. Provided, however, that nothing herein
provided shall prevent such mortgagee or pledgee who has
acquired title to such television motion picture from thereafter
making a sale of such television motion picture to a third party
free and clear of any limitations whatsoever. Except as
otherwise provided in this subparagraph 1., the rights of the
Guild hereunder as representative of the writers involved shall
be subordinate to the rights of such mortgagee, pledgee, lien or
security holder; or

2. in the alternative, to be bound by the provisions of this Basic

Agreement with respect to rerun and foreign telecast fees and
additional compensation for theatrical rights due after such
foreclosure shall have been made. In the event Company elects
this alternative, the provisions of subparagraph 1. above shall
be inapplicable. If the provisions referred to in subparagraph 1.
above are not included in any such chattel mortgage, pledge,
lien or security agreement, Company shall be deemed to have
elected the alternative provided for in this subparagraph 2.

B. In the event of such foreclosure, should Company distribute any such

television motion picture for such mortgagee, pledgee, lien or security
holder, Company shall be bound during the period of such distribution
by the provisions of this Basic Agreement with respect to the payment
of rerun fees, foreign telecast fees, and additional compensation for
theatrical rights thereafter payable hereunder with respect to said
television motion picture. Any amounts paid by Company under this
Paragraph B. shall be credited against any obligation of the
mortgagee, pledgee, lien or security holder that may be due or become
due to Guild under subparagraph A.1. above; it being understood that
under no circumstances shall Guild be entitled to more than one
payment of such obligation.

C. If Company was not the actual producer of a television motion picture

which was produced by a signatory to this Basic Agreement, but
Company acquires title thereto by purchase, assignment, transfer,
voluntary or involuntary, or by foreclosure of a chattel mortgage or a
pledgee’s sale, or if Company enters into any distribution contract to
distribute such television motion picture, Company shall be obligated
to pay the rerun fees and foreign telecast fees due hereunder when
such motion picture is exhibited on television, and to pay the fees due
the writers involved when such motion picture is exhibited in
theatrical release, unless such other Company has theretofore made or
theretofore become obligated to the Guild to make such payments.

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 D. The foregoing provisions of this Article 40 shall not apply to any such
television motion picture subject to any security instrument which was
in existence on or before June 15, 1970.

ARTICLE 41 NOTICES (GENERAL)

All notices which the Company is required or may desire to serve upon a
writer, a claimant or the Guild under the provisions of this Basic Agreement,
including, but not by way of limitation, the separation of rights provisions of
both theatrical and television, shall be addressed to such writer, claimant or
the Guild at the Guild’s office in either Los Angeles, California, or New
York, New York. All notices which a writer, a claimant or the Guild is
required or may desire to serve upon the Company, under the provisions of
this Basic Agreement, shall be addressed to the Company at its headquarters
for the production of motion pictures in California, as provided in the last
paragraph of this Article 41 or, if Company has no such headquarters in
California, at the address it has designated for service of process pursuant to
this Article 41. Such notices may be served by registered mail or telegram.
Any notice so mailed, postage prepaid, shall be conclusively deemed to have
been received on the second day following deposit if posted within the State
of California, or on the fifth day following such deposit if posted from a
place outside the State of California but within the continental United States,
or on the tenth day following such deposit if posted from a place outside the
continental United States. Any notice delivered to a telegraph office, toll
prepaid, shall be conclusively deemed to have been received upon the day
following such delivery.

Notwithstanding the foregoing, there shall be no presumption of receipt

during the period of any strike or work stoppage in the United States mail
system.

Each Company shall, when applying for signatory status, designate in

writing an agent for service of process. A Company that has become
signatory to this Agreement because of its representation in bargaining by
the AMPTP (see list on pages 1 through 9) or a Company that is a network
shall, if it has not done so in the past, designate an agent for service of
process on the Guild form for such purpose or in a letter delivered to the
Guild within thirty (30) days after the effective date of this Agreement. In
addition, the Company shall provide the Guild with written notice if it
designates a different agent for service for a specific and limited purpose
(e.g., grievance and arbitration notices or credit notices). The Company also
shall notify the Guild in writing of any changes in the name(s) or address(es)
of such agent(s).

ARTICLE 42 POSTING BONDS (GENERAL)

Posting of Bonds - The Guild reserves the right, in the event it determines
that a particular Company is not reliable or financially responsible, to
require the posting in advance of an adequate bond, cash or other security.

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 The Company acknowledges the Guild’s right to instruct its members to
withhold their services from any Company that has failed to post a bond
when required to do so in accordance with the foregoing paragraph.

For the coverage of initial compensation, an escrow account may be utilized

in lieu of the foregoing bonding provision.

ARTICLE 43 COMPUTATION OF TIME (GENERAL)

Whenever in this Basic Agreement a period of time is expressed in terms of

seven (7) days or less, or in terms of hours, in computing such period of
time, unless the contrary is expressly provided, there shall be excluded all
Saturdays, Sundays and holidays generally recognized in the motion picture
industry.

ARTICLE 44 SEVERABILITY OF PROVISIONS (GENERAL)

If any provisions of this Basic Agreement shall, during the term hereof, be
held void or unenforceable, all other provisions hereof shall nevertheless
continue in full force and effect.

ARTICLE 45 LABOR-MANAGEMENT COOPERATIVE

COMMITTEE

A labor-management planning group shall establish the rules and procedures

for a committee known as the Labor-Management Cooperative Committee.
The planning group shall consist of the Executive Director of WGAw, two
(2) other Guild or Union representatives, the President of the Alliance and
two (2) other management representatives. The planning group shall
determine the agenda and composition of the Cooperative Committee. The
Cooperative Committee shall be composed of representatives of the
Hollywood labor organizations, CEOs or COOs from the Alliance member
companies and the President of the Alliance. The Cooperative Committee
shall meet on a regular basis according to an established schedule.

Among the express purposes of the Cooperative Committee is the

implementation of industry-wide plans for increasing production and
employment in the entertainment industry.

All meetings, deliberations and proceedings of the planning group and of the
Cooperative Committee shall be closed to the public and shall be absolutely
confidential, unless the members of the planning group or committee
unanimously agree to prepare and issue publicity relating to such meetings,
deliberations or proceedings.

ARTICLE 46 FOREIGN PERFORMANCE FEES (THEATRICAL)

The Guild has advised the Company that it is informed and believes that in
certain foreign countries, on and prior to June 13, 1960, under laws,

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regulations or practices then existing, certain performance fees collected by
performing rights societies, or similar organizations, from motion picture
exhibitors are allocated to the writers of the screenplays of motion pictures
and, therefore, should be paid ultimately by or through such societies, or
similar organizations, to such writers. The Company has advised the Guild
that it is unaware of any such laws, regulations or practices. However, the
Company hereby agrees that if the Guild’s information proves to be correct
as to any foreign country, the Company will cooperate with the Guild in
obtaining for any writer receiving screenplay credit under this Basic
Agreement payment of such allocated portion of such performance fees to
which he/she may be entitled as aforesaid, by signing such instruments as
may reasonably be required for such purpose, upon the following
understandings and conditions, all of which are hereby approved and
accepted by the Guild:

A. That the Company shall not be obligated or required to surrender,

assign, encumber or diminish in any way or to any extent any of its
right, title and interest in or to the screenplays of its motion pictures,
or in or to its motion pictures themselves, or in or to any copyrights or
any performing rights with respect to any such motion picture or any
literary or other material;

B. That the revenue of the Company or any of its assigns or licensees,

from the exhibition, marketing, performance or exploitation of the
motion picture in question shall not be directly or indirectly
diminished or otherwise prejudicially affected;

C. That the Company’s agreements under this Article relate only to laws,
regulations and practices existing on June 13, 1960;

D. That under no circumstances shall the Guild or any individual writer

or any performing rights society or any other collection agency or
organization or anyone else have the right to take any action or
proceeding that would have the effect of enjoining, or preventing or
otherwise interfering with the exhibition, marketing, performance or
exploitation, by any means or method now or hereafter known, of any
motion picture;

E. That neither the Company nor any of its assigns or licensees shall be
liable to the Guild or any individual writer or anyone else for such
performance fees.

Nothing contained in this Article shall be deemed to relate or apply to rights

or alleged rights, under the laws of any foreign country, to share in the
proceeds or profits of any motion picture, or any literary or other material, as
distinguished from performance fees paid by exhibitors.

If the Guild shall claim that screenplay writers are entitled to receive a share
of performing rights collections from motion picture exhibitors in any
particular foreign country, as first recited in this Article, the Guild shall
furnish full particulars thereof to the Company before making any request
pursuant hereto.

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ARTICLE 47 RESIDUALS PROTECTION

With respect to any motion picture which is based upon literary material
covered by this Basic Agreement, the Guild may require that the Company
provide the Guild with a security interest in the motion picture and those
rights necessary for the distribution of said picture for the purpose of
securing Residuals, as that term is used in Article 65 of the Basic
Agreement, which are or may become due with respect to said motion
picture. In the case of pictures on which employees covered under the DGA
and/or SAG Basic Agreement are employed, the WGA’s security interest
will attach at the same time and in the same form, but consistent with this
Article 47, as the security interest furnished to SAG and/or DGA. In the
case of pictures on which no employees covered under the SAG and DGA
Agreements are employed, the WGA may require the Company to provide
such a security interest prior to commencement of principal photography of
the motion picture.

Before foreclosing on any security interest, the Guild shall notify the
Company and Distributor of the default and advise the Company of its right
to cure same within thirty (30) days.

ARTICLE 48 PROFESSIONAL STATUS OF WRITERS: WRITER

PARTICIPATION IN THE PRODUCTION PROCESS
(GENERAL)

Preamble

During the negotiations for the 1988 and subsequent MBAs, the Company
reaffirmed with emphasis the creative significance of writers as set forth
herein.

It is mutually recognized that the writer of the screenplay or teleplay, by

reason of his/her unique knowledge of the material and creative abilities, can
contribute to the translation of the screenplay or teleplay to the screen by
participating in other stages of production, including but not limited to
discussions with the producer and director during preparation, production
and after preview, in relation to changes in the screenplay or teleplay and in
the motion picture. It is the policy of the Company to encourage such
participation. With respect to discussions not covered under Paragraph A.
below, if the writer of the screenplay or teleplay notifies the Company
he/she wishes to participate in such discussions, Company shall in good faith
invite such participation to such extent as may be feasible under the
circumstances, it being understood that the Company shall have the right to
determine who shall or shall not be present at a particular conference.

A. By way of implementation of the foregoing, the following shall apply

with respect to theatrical motion pictures, television pilots, movies-of-
the-week and multi-part closed-end series: The Company recognizes
that the writer has a unique vision of the motion picture and, therefore,
the Company agrees:

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 1. if the director has not been engaged, to arrange a pre-production
meeting between the producer and the writer (a participating
writer of the Company’s choice) so that the writer has the
opportunity for a meaningful discussion of the translation of
his/her vision to the screen;

2. upon the assignment of a director, the producer will arrange

such a meeting, and will invite and encourage the director to
participate; and

3. if an authorized representative of the Company believes that

enhanced participation by the writer will benefit the production
process, the Company will facilitate the writer’s participation.

Disputes that arise under Article 48.A.1. shall be arbitrable under

Articles 10 and 11 of this Agreement only after resort to the “hot line”
procedure described below in Article 48.E.

Disputes that arise under Article 48.A.2. or 48.A.3. are not subject to
grievance or arbitration, but may be subject to resolution under the
“hot line” procedure described below in Article 48.E. or may be
referred to the Committee described below in Article 48.F.

B. THEATRICAL

1. Affirmations. Company affirms that writers play an integral

role in the filmmaking process and that it is the Company’s
policy to involve writers in that process as much as possible,
including viewing the motion picture prior to its completion, as
provided below.

2. General Right – Writer’s Viewing Period. Each

participating writer shall have the right to a “Writer’s Viewing
Period” during which time the writer shall have the right to see
a cut of the film.

It is understood that the creative process differs on each motion

picture and that different viewing times may be dictated by
different circumstances on each production. Therefore, the
scheduling of the “Writer’s Viewing Period” shall be at the sole
discretion of the Company, except that Company shall ensure
that each participating writer is given an opportunity to see a
cut of the motion picture in sufficient time so that any editing
suggestions made by the writer concerning the film, if
approved, could be reasonably and effectively implemented.

In unusual circumstances, waivers of the foregoing, if

requested, will not be unreasonably denied.

3. MBA Committee. Issues pertaining to this provision will be

reviewed each year in the Committee on the Professional Status
of Writers and on an ad hoc basis if requested by the AMPTP
or the WGA.

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4. Sneak Previews. Company shall give each credited writer five
(5) days notice, if possible, of the time and place of the first
sneak preview, if any, to be held in Los Angeles County and
shall invite each credited writer to such preview. Provided,
however, that any inadvertent failure on the part of the
Company to extend the writers such invitation shall not be
deemed to be a breach of this Basic Agreement or a default on
the part of the Company. Information concerning the time and
place of any sneak preview shall be confidential.

5. Videocassette/DVD. The Company shall furnish the credited

writer(s) of the motion picture, at no cost to such writer(s), a
copy of the videocassette version of the theatrical motion
picture, provided it is manufactured for sale on videocassette or,
at the option of such writer(s), a copy of the DVD version,
provided it is manufactured for sale in DVD format.

6. Call Sheets and Staff Directories or Crew Lists. Out of

respect for and in recognition of the writer’s contribution, up to
three (3) individual writers or writer teams shall be listed on the
call sheet adjacent to the listing of either the producer(s) or
director. The Company shall send copies of the call sheets to
the currently-employed writer (or, if there is no currently-
employed writer, any previously employed writer(s) of the
Company’s choice); however, the inclusion of the writers’
names on the call sheet is not to be construed as an invitation to
be on the set.

Out of respect for and in recognition of the contribution of all

participating writers on the project, all such writers shall be
listed in staff directories/crew lists.

The provisions of this subparagraph 6. are subject to the Article

48.E. “Hot Line Dispute Resolution” mechanism, but are not
subject to grievance or arbitration.

7. Premieres, Press Junkets and Festivals. Unless notified

otherwise by the Company, the credited writer(s) of a theatrical
motion picture shall be invited to attend the domestic premiere
of the picture or the domestic film festival at which the picture
is first exhibited. The Company shall furnish first class
transportation and accommodations to the credited writer(s) if
he/she is required to travel more than 150 miles to attend the
premiere or film festival.

Unless notified otherwise by the Company, the credited

writer(s) of a theatrical motion picture shall be invited to
participate in the domestic press junket (if there is one) for the
motion picture. The Company shall furnish first class
transportation and accommodations to the credited writer(s) if
he/she is required to travel more than 150 miles to participate in
the domestic press junket, but in no event shall the Company be

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 required to pay such expenses for more than two (2) such
individuals.

The provisions of this subparagraph 7. are subject to the Article

48.E. “Hot Line Dispute Resolution” mechanism, but are not
subject to grievance or arbitration.

8. Cast/Crew Events. All participating writers will be invited to

attend cast/crew events, but the Company shall not be required
to provide transportation or accommodations for such writers.

The provisions of this subparagraph 8. are subject to the Article

48.E. “Hot Line Dispute Resolution” mechanism, but are not
subject to grievance or arbitration.

C. TELEVISION

1. Movies-of-the-Week, Multi-Part Closed-End Series and

Television Pilots

a. Viewing the Cut and Sneak Previews

For movies-of-the-week and multi-part closed-end series,

Company shall invite all participating writers to view the
“Director’s cut” within forty-eight (48) hours following
the Company’s viewing. In the event that, in lieu of a
viewing, the Company is provided with a videocassette
copy of the cut, the Company shall simultaneously
furnish a videocassette copy of the cut to the writer(s). In
an emergency situation which renders such viewing
impracticable, and when no videocassette copy of the cut
is available, the viewing will be scheduled as soon as
practicable, but not later than the next viewing of a cut.
If, thereafter, the Company calls a discussion meeting by
telephone or in person regarding the cut, the most recent
participating writer shall be invited to participate in such
discussion; in any event, the producer shall remain
available to receive the writers’ comments.

For television pilots, the Company shall invite all

participating writers to view the final director’s cut or a
subsequent cut prior to the final cut of the motion picture.

It is understood that the viewing of the cut must be in

sufficient time for the writers to offer editing suggestions
which, if approved, could be effectively implemented.

For television pilots, movies-of-the-week, and multi-part

closed-end series, Company shall give each credited
writer five (5) days notice, if possible, of the time and
place of the first sneak preview, if any, of any television
pilot, movie-of-the-week or multi-part closed-end series,

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 to be held in Los Angeles County and shall invite each
credited writer to such preview.

Provided, however, that any inadvertent failure on the

part of the Company to extend the writers such invitation
shall not be deemed to be a breach of this Basic
Agreement or a default on the part of the Company.
Information concerning the time and place of any sneak
preview shall be confidential.

b. Call Sheets and Staff Directories or Crew Lists

On long-form television motion pictures, up to three (3)

individual writers or writer teams shall be listed on the
call sheet adjacent to the listing of either the producer(s)
or director. The Company shall send copies of the call
sheets to the currently-employed writer (or, if there is no
currently-employed writer, any previously-employed
writer(s) of the Company’s choice); however, the
inclusion of the writers’ names on the call sheet is not to
be construed as an invitation to be on the set. All
participating writers will be listed in staff directories/
crew lists. The provisions of this subparagraph are
subject to the Article 48.E. “Hot Line Dispute
Resolution” mechanism, but are not subject to grievance
or to arbitration.

c. Cast/Crew Events

On long-form television motion pictures, all participating

writers will be invited to attend cast/crew events, but the
Company shall not be required to provide transportation
or accommodations for such writers. The provisions of
this subparagraph are subject to the Article 48.E. “Hot
Line Dispute Resolution” mechanism, but are not subject
to grievance or to arbitration.

2. Other Television Motion Pictures

As to other television motion pictures, the Company shall

designate an employee who, upon request, shall inform the
following writers of the time and place of the showing of a cut
and the answer print:

a. Prior to the final determination of credits, as in

Television Schedule A attached hereto provided, all
writers who have participated in the writing of the story
and final teleplay;

b. After the final determination of screen credits, as in said

Schedule A provided, only those writers who have been
accorded story and teleplay credit.

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 D. In any event, when exigencies of time do not permit (e.g., when a
delivery date precludes compliance), the provisions of Paragraphs B.2.
and C.1.a. above shall not apply.

As a means of drawing attention to the requirements of Paragraphs B.

and C. above, the AMPTP has issued a bulletin highlighting the
Company’s obligations under these provisions and provided a copy to
the Guild.

E. “Hot Line Dispute Resolution:” Before resort to grievance or

arbitration for claims under this Article 48, the WGA will contact a
representative of the Companies designated for this purpose to attempt
in good faith a prompt resolution of the dispute. The AMPTP will
notify the Executive Directors of the Guild of the designated
representative and one (1) or more designated substitutes in the event
of unavailability, such initial notice to be given within thirty (30) days
following ratification of this Agreement and annually thereafter.
Except as provided above, the WGA will not be precluded from filing
a grievance or arbitration claim if use of the “hot line” procedure does
not resolve the dispute within seven (7) days after the WGA’s initial
contact with the designated representative. For use of the Hot Line to
resolve disputes involving the provisions of Article 16 of the Basic
Agreement, see Article 16.A.9. (theatrical separation of rights) and
Article 16.B.9. (television separation of rights).

F. Committee on the Professional Status of Writers: The Committee

on the Professional Status of Writers shall be recognized to have two
(2) components: Theatrical Motion Pictures and Television Motion
Pictures. These shall be referred to as the “Theatrical Committee” and
the “Television Committee.”

Each Committee (Theatrical and Television) will meet at least three

(3) times per year, on a schedule to be set by each Committee.15 Each
such meeting shall have a fixed starting and ending time and an
agenda will be prepared and distributed sufficiently in advance of
each meeting so as to furnish adequate preparation time for the
Committee. At such meetings, any subject that the Committee
members wish to discuss relating to the professional status of writers
will be a suitable subject for discussion and study, including
appropriate recommendations of solutions to problems that may arise.
Each Committee may make recommendations for changes to the MBA
which, once finalized, shall be deemed accepted in the Contract
Adjustment Committee. In connection with the foregoing, the
Committee will review and study the subject of coverages on a
periodic basis.

G. Authorized Expenses: Participation by the writer as provided in this

Article 48 shall be voluntary and without compensation and shall not

15
The parties acknowledge that they “live in the real world” and that the schedules of the
members of each Committee may require variations in the Committee schedule. Immediately
following each Committee meeting, the Committee will commence the scheduling of its next
meeting.

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 require any additional cost to the Company, other than reimbursement
of the writer under Article 21 for expenses specifically authorized by
the Company in connection with such participation.

H. Campaign For Greater Appreciation of the Role of the Writer:

The Company is committed to a campaign for greater appreciation of
the writer’s role in the creation of theatrical and television motion
pictures.

The campaign will include measures to be agreed upon to develop

greater visibility for writers in the promotion and marketing of motion
pictures. Among these measures are:

Companies agree to facilitate meetings as follows:

1. between the Guild and each Company’s marketing division for

the purpose of discussing ways in which they can develop
marketing strategies which will both enhance awareness of the
importance of writers and effectively promote the Company’s
motion pictures; and

2. between the Guild and retail video distributors of the Guild’s

choosing for the purpose of advising them of the value of
writing credits in the promotion of their product.

A labor-management cooperative committee, pursuant to Section 6(b)

of the Labor Management Cooperation Act, 29 U.S.C. 175a, has been
established for the creation of writer publicity and promotion. The
Companies have contributed $150,000.00 for the campaign, which has
been placed in a WGA-supervised fund. A representative of the
Companies appointed by the AMPTP shall serve as a consultant to the
fund. Companies shall be consulted on the use of the monies.
Companies agree to cooperate, for example, in providing access to
films and scripts for a Guild-coordinated campaign at colleges and
film schools to broaden recognition of the writer’s role in motion
pictures.

I. [Deleted.]

J. Each Company agrees that it will not negotiate a provision in any

collective bargaining agreement that infringes upon the creative rights
of the writer under the WGA MBA.

K. The Company shall furnish the credited writer(s) of a television

motion picture, at no cost to such writer(s), a copy of the videocassette
version, provided it is manufactured for sale on videocassette, as well
as a copy of the DVD version, provided it is manufactured for sale in
DVD format. It is understood that if an episode of a television series
or a season of a television series is manufactured for sale on
videocassette, each credited writer of each episode shall be entitled to
a copy of the videocassette(s) on which his/her episode appears. The
same shall apply with regard to DVDs.

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ARTICLE 49 SHOPPING OF MATERIAL

A. TELEVISION

The Company may not shop literary material to a third party or parties
without first obtaining in a separate written document the writer’s
consent that the literary material may be shopped to the designated
third party or parties.

B. THEATRICAL

The Company may not shop literary material to a third party or parties
if the writer requests, in writing, that the material not be shopped. If
the writer requests, in writing, that the script be shopped only to
designated third parties, Company will not shop to any other third
party.

C. If the Company shops any literary material to any third party or

parties in violation of the above provisions, it shall pay to the Guild
for the benefit of the writer involved the sum of $750.00 for each
person or company to whom the literary material has been shopped in
violation of the above provisions.

“Shopping” is defined to mean submitting the literary material to a

third party or parties and specifically does not include submitting the
material to individuals within the Company. If the Company has an
option to acquire motion picture or television rights in literary
material, or has acquired motion picture or television rights in literary
material, the Company may submit such literary material to any third
party or parties without restriction or penalty, except as may be
otherwise provided in the agreement granting such option or rights.

ARTICLE 50 COPYRIGHT (TELEVISION)

Company agrees that as to each television motion picture based upon literary
material which is subject to the provisions of Article 16 hereof, prior to the
first public broadcast by television or other public exhibition thereof for
profit, and in order that such motion picture and its underlying material shall
(to the extent that such motion picture or material is capable of copyright by
the affixation of such notice) be protected for copyright purposes, it will
place upon such motion picture a notice, which may be one of the following:

A. “©,” date, name of Company; or

B. “copyright,” date, name of Company; or
C. a combination of A. and B.; or
D. a combination of A. and B., with the addition of the words “all rights
reserved.”

The writer of any literary material subject to the provisions of Article 16.B.
hereof and the Company agree that they will take no action with respect to
the rights reserved to the writer or granted to the Company which will cause
or permit such literary material to become a part of the public domain in the

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 United States. Insofar as such literary material is covered by the copyright
of the television motion picture, the rights reserved to the writer hereunder
will be held in trust for such writer by the owner of the copyright. Upon
proper indemnification from the writer, the Company or copyright owner of
a motion picture will join in any suit for infringement of any of the rights
reserved to the writer hereunder, if the writer is advised by counsel that the
Company or such copyright owner is a proper or necessary party to any such
lawsuit, but failure to join in any such suit shall not constitute a default by
the Company or a breach of this Basic Agreement, unless the writer is
thereby deprived of the opportunity to prosecute such suit. Company and
writer agree, at request of the other, to join in the execution of any
documents which either may deem reasonably necessary to protect the rights
reserved or which revert to it or him/her hereunder.

Without limiting the generality of the foregoing, Company agrees to execute

and deliver to writer an assignment under the copyright of all rights in the
copyright reserved or which may revert to writer pursuant to the provisions
hereof, such assignment to be in the form of a quitclaim except that the
delivery and acceptance of such quitclaim shall not be deemed to have
relieved Company of any of its obligations herein elsewhere contained with
respect to the protection of the rights reserved to the writer.

Within twelve (12) months from the commencement of the term hereof, a
committee composed equally of representatives of the Guild and the
Alliance of Motion Picture & Television Producers, Inc. shall meet to reach
mutual agreement as to the proper copyright procedure to be followed in
order to assure protection of literary material contained on videotape.

Either party may reopen with respect to this Article 50 if the Copyright Act
is revised during the term of this Basic Agreement and the parties agree to
bargain in good faith. Any agreement reached in such negotiations shall be
included in the Basic Agreement. A failure to agree in such negotiations
shall not terminate the Basic Agreement and the matter shall not be subject
to grievance and arbitration or any other action.

ARTICLE 51 SUPPLEMENTAL MARKETS

A. The provisions of this Article 51 relate and apply only to motion

pictures as defined in Article 1.A.1. and 1.A.2.:

1. produced by the Company or within the provisions of

subparagraph C.8.a. of this Article 51, and

2. the principal photography of which commenced on or after

November 1, 2004, which motion pictures are, either during the
term hereof or at any time thereafter, released in Supplemental
Markets (as defined below), and

3. based upon a story or screenplay (the word “screenplay” shall

be deemed to include teleplay, for the purposes of this Article)
written by a writer while in the employ of the Company or in
the employ of the actual producing Company as described in

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 subparagraph C.8.a. of this Article 51 (to which employment
the provisions of this Basic Agreement apply as provided in
Article 5 hereof) or acquired by the Company (or such actual
producing Company) from a professional writer (to which
acquisition the provisions of this Basic Agreement apply as
provided in Article 5 hereof), which writer or professional
writer received or receives screen credit for authorship of such
story or screenplay, as provided in the appropriate Theatrical or
Television Schedule A, as the case may be.

B. DEFINITIONS. The term “Supplemental Markets,” as used in this

Agreement, means only: The exhibition of motion pictures by means
of cassettes (to the limited extent provided in subparagraph B.1.), pay-
type CATV, or pay television, as those terms are hereafter defined in
this Article 51.B., and the exhibition of television motion pictures on
any commercial carrier such as commercial airlines, trains, ships, and
buses (referred to herein as “in-flight”).

1. The term “videodisc/videocassette,” as used in this Article 51,

shall mean disc, cassette, cartridge and/or other device serving a
similar function which is sold or rented for play on a home-type
television screen in the home or in closed circuit use such as in
hotel rooms.

2. The term “pay television” or “pay-type CATV,” as used in this

Article 51, shall mean exhibition on a home-type television
screen by means of telecast, cable, closed circuit, satellite to
home or CATV where substantially all licensed systems meet
the following tests:

a. A separate channel is provided for which the subscriber

pays a separate fee (which fee is a substantial charge
relative to other charges made to the subscriber) for that
channel;

and/or

b. The subscriber pays for the program or programs selected

(except that a program or programs selected for which
only a token charge is made shall not be considered pay
television);

and/or

c. The subscriber pays a fee for an encoded telecast, which

fee is a substantial charge relative to other fees paid for
encoded telecasts.

The foregoing tests cover those systems which exist in the

industry today and are commonly understood in the industry
today to be pay television systems.

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 The term “Supplemental Markets” does not include the exhibition of a
motion picture by cassette or otherwise over a television broadcast
station in free television, or in theatrical exhibition and, for this
purpose, “theatrical exhibition” includes what has previously been
considered to be the educational market, the exhibition of theatrical
motion pictures on any commercial carrier (referred to herein as “in-
flight”), such as commercial airlines, trains, ships and buses, and other
uses which have been traditionally considered theatrical exhibition of
theatrical motion pictures. Whenever reference is made in this
Agreement to pay-type CATV or pay television, such reference shall
be deemed to include only those uses of motion pictures as to which a
charge is actually made to the subscriber (which may be a hotel, motel
or other accommodation) for the program viewed, or for which the
subscriber or viewer has the option, for a payment, to receive special
programming over one or more special channels.

With respect to theatrical motion pictures, the Company has agreed to

the inclusion of pay-type CATV and pay television in the
“Supplemental Markets” because under the present pattern of
distribution of theatrical motion pictures, pay-type CATV and pay
television are supplemental to the primary market. The Company
reserves the right in future negotiations to contend that the pattern of
release has changed so that pay-type CATV and/or pay television are
no longer a “Supplemental Market” but constitute or are a part of the
primary market of distribution of theatrical motion pictures, and that,
therefore, no additional payment pursuant to this Article should be
made with respect to the release of theatrical motion pictures
(including those covered by this Agreement) in said markets. The
Guild reserves the right to contend in future negotiations that the
method of employment and payment provided for in this Basic
Agreement for writers of motion pictures are applicable and
appropriate to employment and payment to writers of literary
materials written directly for motion pictures intended primarily for
release on pay-type CATV, pay television or cassettes, and that the
provisions of this Agreement with respect to all kinds of
“Supplemental Markets,” whether they are or have become primary
markets or not, shall be improved for the benefit of the writers of
literary materials for said markets. Nothing herein shall limit the
scope of negotiations on said subjects.

C. 1. a. As to each such motion picture referred to in Article

51.A. above, (herein sometimes called “Such Picture”),
the Company will pay to each participating writer (as
defined in Article 51.C.5.), as additional compensation, a
pro rata share of one and two-tenths percent (1.2%)
(hereinafter referred to as the “percentage payment”) of
the Company’s accountable receipts from the distribution
of Such Picture to pay-type CATV or pay television (as
defined in this Article 51) or the in-flight exhibition of
television motion pictures, computed as hereinafter
provided and subject to the following conditions:

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 The term “Producer’s gross,” as used herein, means the
worldwide total gross receipts derived by the distributor
of Such Picture (who may be the Company or a
distributor licensed by the Company) from licensing the
right to exhibit Such Picture on pay-type CATV or pay
television (as defined in Article 51 of this Basic
Agreement). The Producer’s gross shall not include
sums required to be paid or withheld as taxes, in the
nature of turnover taxes, sales taxes or similar taxes
based on the actual receipts of such motion picture or on
any monies to be remitted to or by the Producer, but there
shall not be excluded from Producer’s gross any net
income tax, franchise tax or excess profit tax or similar
tax payable by the Producer or such Distributor on its net
income or for the privilege of doing business.

The term “accountable receipts” as used herein, means

one hundred percent (100%) of the “Producer’s gross.”

If the distributor of Such Picture does not distribute Such

Picture directly on pay-type CATV or pay television as
defined in Article 51 of this Basic Agreement, but
employs a subdistributor to so distribute Such Picture,
then the “Producer’s gross” shall be the monies defined
above in this Article 51.C.1.a. derived by such
subdistributor from licensing the right to exhibit Such
Picture on pay-type CATV or pay television.

b. As to each Such Picture, the Company will pay to each

participating writer (as defined in Article 51.C.5. of this
Basic Agreement), as additional compensation, a pro rata
share of one and five-tenths percent (1.5%) (hereinafter
referred to as the “percentage payment”) of the
“Producer’s gross,” as defined below, derived from the
distribution of Such Picture on videodiscs or
videocassettes until the Producer’s gross equals one
million dollars ($1,000,000.00). Thereafter, the Company
shall pay a pro rata share of one and eight-tenths percent
(1.8%) of the Producer’s gross in excess of one million
dollars ($1,000,000.00) derived from distribution of each
Such Picture on videodiscs or videocassettes.

If the Company is the Distributor or the Distributor is

owned by or affiliated with the Company, the
“Producer’s gross” derived from the distribution of Such
Picture on videodiscs or videocassettes shall be twenty
percent (20%) of the worldwide wholesale receipts
derived by the Distributor. In such cases, if the
Distributor is also the retailer, a reasonable allocation of
the retail gross receipts shall be made as between the
Distributor as distributor and the Distributor as retailer,
and twenty percent (20%) of the former only shall be
deemed to be “Producer’s gross.” The reasonableness of

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 such allocation shall be subject to arbitration and, in such
arbitration, generally prevailing trade practices in the
videodisc and videocassette industry with respect to
dealings between non-related companies shall be relevant
evidence. Such worldwide wholesale receipts shall not
include:

(1) Rebates, credits or repayments for cassettes

returned (and, in this connection, the Producer
shall have the right to set up a reasonable reserve
for returns);

(2) Sums required to be paid or withheld as taxes, in

the nature of turnover taxes, sales taxes or similar
taxes based on the actual receipts of such motion
picture or on any monies to be remitted to or by the
Producer, but there shall not be excluded from
Producer’s gross any net income tax, franchise tax
or excess profit tax or similar tax payable by the
Producer or such Distributor on its net income or
for the privilege of doing business.

If the Distributor is not the Company and is not owned by

or affiliated with the Company, the term “Producer’s
gross” shall be one hundred percent (100%) of the fees
received by the Company from licensing the right to
distribute each Such Picture on videodiscs or
videocassettes.

c. Provided, however, with respect to Article 51.C.1.a. and

b. above, that in the case of any Such Picture which is
produced outside of the United States, if Such Picture is
subject to this Basic Agreement and if such production is
under an arrangement (herein referred to as a “foreign
production deal”) pursuant to which a foreign producer
or distributor provides or guarantees any of the financing
for the production of Such Picture or furnishes any other
consideration for such production and a foreign
distributor acquires one or more foreign territories for the
distribution of Such Picture in Supplemental Markets,
then no monies from any such distribution in any such
foreign territory shall be included in Producer’s gross
except to the extent such foreign producer or foreign
distributor is obligated to account to Company or to the
distributor of Such Picture for such monies, and except
for gross receipts received by such foreign distributor
from such distribution in the United Kingdom.

In case of an outright sale of the Supplemental Markets

distribution rights for the entire world, or any territory or
country, the income derived by the seller from such sale,
but not the income realized by the purchaser or licensee
of such rights, shall be the “Producer’s gross.”

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 If any such outright sale shall include Supplemental
Markets exhibition rights and other rights, then (but only
for the purpose of the computation required hereunder)
the Company shall allocate to the Supplemental Markets
exhibition rights a fair and reasonable portion of the sales
price which shall, for the purpose hereof, be the
“Producer’s gross.” In reaching such determination,
Company may consider the current market value of
Supplemental Markets exhibition rights in comparable
motion pictures. If the Guild shall contend that the
amount so allocated was not fair and reasonable, such
claim may be determined by submission to arbitration as
herein provided. In the event the arbitrator shall find that
such allocation was not reasonable and fair, the arbitrator
shall determine the fair and reasonable amount to be so
allocated. If the outright sale includes Supplemental
Markets distribution rights to more than one motion
picture, Company shall likewise allocate to each Such
Picture a fair and reasonable portion of the sales price of
the Supplemental Markets rights. If the Guild contends
that such allocation is not fair and reasonable, the
question may be determined by submission to arbitration
as above provided. If the arbitrator shall find that such
allocation was not fair and reasonable, the arbitrator shall
determine the fair and reasonable amount to be so
allocated to each Such Picture. Nothing with respect to
the price received on the outright sale of only
Supplemental Markets distribution rights in a single Such
Picture shall be subject to arbitration except that, in the
event of a dispute, there may be arbitrated the question of
whether the price reported by the Company to the Guild
as having been received by the Company on such
outright sale is less than the amount actually received by
the Company on such outright sale.

d. If Such Picture, in whole or in substantial part, is used in

an interactive program, the provisions of Article 64 shall
apply.

2. [Inserted as the next to last unnumbered paragraph of Article

51.C.1.a.]

3. Company’s obligation shall accrue hereunder only after

Producer’s gross is received by Company but, as to foreign
receipts, such obligation shall accrue only when such receipts
can be freely converted to U.S. dollars and are remitted to the
United States, and, until such time, no frozen foreign receipts
shall be included in Producer’s gross. Payment of amounts
accruing hereunder shall be made quarterly on the basis of
quarterly statements, as hereinafter provided.

Upon request, and if permitted by the authorities of a foreign

country, the Company will transfer to any writer, in the

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currency of such foreign country, his/her share, if any, of frozen
foreign receipts in such country, provided the writer will bear
any costs involved. Such transfer shall be deemed to be
payment to the writer of an equivalent number of U.S. dollars at
the then current free market rate for blocked funds of that
category as determined by the Company. Concurrently with
such transfer, the writer will pay to the Company in U.S. dollars
the total amount the Company is required to withhold from such
payment under all applicable laws. If the Company utilizes
frozen foreign currencies derived from exhibition of Such
Picture in Supplemental Markets by conversion thereof to
properties that may be freely exported and turned to account,
the amount so utilized by the Company shall be deemed to have
been converted to U.S. dollars at the then current free market
rate for blocked funds of that category determined as above
provided. Frozen foreign receipts from Supplemental Markets
shall be deemed to be released on a first-in first-out basis,
unless the authorities of the foreign country involved designate
a specific period that would render such basis inapplicable.
Such released funds shall be allocated between Such Picture
and other motion pictures distributed by the distributor in
Supplemental Markets in the same ratio that receipts derived
from the distribution of Such Picture in Supplemental Markets
within the foreign country bear to the total receipts derived
from the distribution of Such Picture and all other motion
pictures in Supplemental Markets within the foreign country,
during the applicable period, unless the authorities of the
foreign country involved require another method of allocation,
in which case such other method shall be used. Foreign receipts
shall be accounted for in U.S. dollars at the rate of exchange at
which such receipts are actually converted and remitted, and
should any discounts, taxes, duties or charges be imposed in
connection with the receipt or remittance of foreign funds, only
so much of such funds as remains thereafter shall be included in
accountable receipts. Company shall not be responsible for loss
or diminution of foreign receipts as a result of any matter or
thing not reasonably within the control of the Company. The
Guild and the writers shall be bound by any arrangements made
in good faith by the Company, or for its account, with respect to
the deposit or remittance of foreign revenue. Frozen foreign
receipts shall not be considered trust funds and the Company
may freely commingle the same with other funds of the
Company. No sums received by way of deposits or security
need be included in Producer’s gross until earned, but when the
Company is paid a non-returnable advance by a distributor,
such advance shall be included in the Producer’s gross.

A “non-returnable advance” is to be included in “Producer’s

gross” when Such Picture is “available” and “identifiable” and
the amount of the advance payment is “ascertainable.”

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 Such Picture is “available” when the first of the following
occurs:

a. The product first may be exhibited or otherwise exploited

by a specified method of distribution and in a territory
under the terms of the applicable license or distribution
agreement, or

b. It first may be sold or rented by a retailer under the terms

of the applicable license or distribution agreement.

Such Picture is “identifiable” when the Company first knows or

reasonably should have known that a given motion picture is
covered by a particular license or distribution agreement for its
exploitation in the applicable market.

The amount of the advance payment is “ascertainable” if:

a. the advance is for one (1) motion picture, means of

exhibition, and territory, or

b. the total amount of the advance is for more than one (1)
motion picture, means of exhibition and/or territory, in
which case the Company shall fairly and reasonably
allocate such advance among the licensed motion
pictures, exhibition markets and/or territorial markets.
As each of these pictures becomes identifiable and
available, the allocated portion of the non-returnable
advance is to be included in Producer’s gross for that
quarter. The Company shall notify the Guild of its
allocation when the report of “Producer’s gross,” which
includes the advance, is to be filed. The Guild has the
right to challenge in an MBA arbitration a failure to
allocate or any allocation that it contends is not fair and
reasonable.

If Such Picture is available in any territory or by any means of

exhibition, and is identifiable and the amount of the advance is
ascertainable, but the Company does not provide the WGA with
the information required by the MBA and applicable law, then
the advance shall be deemed includable in “Producer’s gross”
no later than six (6) months after the Company receives it.

An advance received by a Company’s parent, subsidiary or any

other related or affiliated entity or successor-in-interest, or by
any other entity to which the advance payment is directed by
the Company or license or distribution agreement, shall be
considered as an advance payment received by the Company.

4. If any license or outright sale of exhibition rights to Such

Picture in Supplemental Markets includes as a part thereof any
recorded commercial or advertising material, the Company
shall be permitted to allocate a reasonable amount (in

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 accordance with then current standard charges in the industry)
to such commercial or advertising material, and the amount so
allocated shall not be included in Producer’s gross hereunder.

5. The term “participating writer,” as used herein, means a writer

who, while in the employ of the Company or in the employ of
the actual Producing Company of Such Picture as described in
subparagraph C.8.a. (to which employment the provisions of
this Basic Agreement apply), or a professional writer from
whom the Company (or such actual producer) acquired literary
material (to which acquisition the provisions of this Basic
Agreement apply), participated in the writing of and received
credit pursuant to Theatrical Schedule A hereof or Television
Schedule A hereof, as the case may be, for the writing of the
story or screenplay, or story and teleplay, as the case may be,
upon which Such Picture was based. If Such Picture is a
remake of a prior motion picture, and if any of the writers of the
prior motion picture receives writing credit for the remake, such
writers shall be deemed to be “participating writers” for the
purposes of this subparagraph 5., but only if their employment
as writers for the prior motion picture, or if the purchase of
literary material from them for the prior motion picture, was
covered by and subject to a collective bargaining agreement
with the Guild. The “pro rata share” payable to each
participating writer shall be as follows:

Seventy-five percent (75%) thereof shall be payable to the

credited screenplay writer or writers and twenty-five percent
(25%) thereof shall be payable to the credited story or screen
story writer or writers. In the event there is a minor credit, such
as adaptation, the writer or writers receiving such minor credit
shall be paid ten percent (10%) thereof, which sum shall be
deducted from the screenplay or teleplay writers’ share. The
writer or writers receiving a “Written by” credit shall be entitled
to one hundred percent (100%) of the monies.

Any participating writers receiving the same screen credit

referred to above shall share equally in such percentage amount
specified.

If there are one (1) or more participating writers who receive

screenplay or teleplay credit and no credit is given for story or
screen story, then the pro rata share which would have been
payable to a participating writer had he/she received such story
or screen story credit shall, subject to the provisions of the next
following paragraph, be paid to the participating writers who
receive such screenplay or teleplay credit.

If the writer’s services in Such Picture are performed for the

Company on a loan-out basis, then, for the purposes of this
Article, the Company shall be deemed to be the employer, and
the lender shall not have any responsibility hereunder with
respect to Such Picture. With respect to any Such Picture, if

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 there are one (1) or more participating writers who receive
credit as aforesaid and one (1) or more writers who perform
services in connection with the writing of the story or teleplay
or screenplay and receive screen credit in connection with Such
Picture, but who are not subject to this Basic Agreement, then
that portion of the applicable percentage payment as defined in
this Article 51 which would otherwise have been payable to
such one (1) or more writers not subject to this Basic
Agreement may be retained by Company, and the Company
shall not be obligated to pay such portion to any such
participating writer receiving credit as aforesaid.

6. Within a reasonable time after the expiration of each calendar

or fiscal quarter, but not exceeding sixty (60) days, Company
will furnish or cause to be furnished to the Guild a written
report showing the Producer’s gross during the preceding
quarter from the distribution of each Such Picture by Company
in Supplemental Markets with respect to which Company is
required to make payments hereunder (whether distributed by
the Company or through another distributor). The quarterly
reports required in this Article 51.C.6. shall separately set forth
the Producer’s gross from distribution of each Such Picture on
videodiscs or videocassettes and the Producer’s gross from
distribution of each Such Picture on pay-type CATV and/or pay
television.

Concurrently with the furnishing of each quarterly report, the

Company will make the payments shown to be due by such
report. All payments shall be made by check payable to the
order of the writers entitled thereto and shall be delivered to the
Guild for forwarding to such writers. Compliance herewith
shall constitute payment to the writers.

No such reports need be furnished with respect to any period

during which there was no such Producer’s gross. The
Company shall make available for inspection by the Guild all
distributor’s statements and exhibitor’s statements which are
available to the Company insofar as they relate to such
Producer’s gross, and all the financial terms of contracts
pertaining to such Producer’s gross, and the Guild shall have
the right, at reasonable times, to examine the books and records
of the Company as to such Producer’s gross pertaining to such
distribution of any Such Picture, at whatever place or places
such records are customarily kept by the Company. If the Guild
requests that it be informed of the license fee paid under a
license for the exhibition of Such Picture in Supplemental
Markets, or if the Guild requests that it be sent an extract of the
financial terms of such a license, and if such information is not
extensive in nature, the Company will forward such information
or extract without making it necessary for the Guild to send a
representative to the offices of the Company. In general, the
Company will cooperate in furnishing such information to the
Guild by mail or telephone, where doing so is not unreasonable

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 or burdensome. If more than one (1) picture is licensed in a
single license agreement, the Company shall inform the Guild,
at its request, of the identity of the pictures covered by the
license, and shall make available to inspection by the Guild in
the office where such license agreement is customarily kept a
copy of the terms of such license showing the titles of the
pictures licensed under such agreement and the license fee for
each Such Picture. Company agrees to cooperate in responding
to reasonable inquiries from the Guild as to whether any Such
Picture is currently being distributed for telecasting on pay
television or in any other Supplemental Market as herein
defined. An inadvertent failure to comply with the reporting
provisions of this subparagraph 6. shall not constitute a default
by the Company hereunder, provided such failure is cured
promptly after notice thereof from the Guild is received by the
Company.

Company shall make all social security, withholding,

unemployment insurance, and disability insurance payments
required by law with respect to the additional compensation
provided for in this Article 51.

If the Company shall fail to make any payment provided for in

this Article 51 to be made to the writer when and as the same
becomes due and payable, it shall bear interest at the rate of one
and one-half percent (1½%) per month on the unpaid balance
thereof commencing to accrue on the earlier of:

a. seven (7) days after notice in writing to Company from

the Guild of such delinquency, or

b. sixty (60) days after such payment becomes due and

payable.

The compensation payable under this Article 51 shall be

excluded from the gross compensation upon which the
Company contributions are to be made to the Pension Plan.

7. If a participating writer’s employment agreement with the

Company requires that the writer’s compensation shall be
based, in whole or in part, upon, or measured by, a percentage
of the gross receipts derived from the distribution of Such
Picture, then such percentage compensation shall be credited
against any amounts payable to the writer hereunder, and
likewise any payment due to the writer hereunder shall be
credited against such percentage compensation. When all or a
part of a writer’s compensation is a specified sum of money,
commonly known and referred to as a “deferment,” such
deferment may not be credited against amounts payable by the
Company to such writer hereunder.

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8. With respect to all Such Pictures, the following provisions shall
be applicable:

[The provisions formerly designated in prior MBAs as

51.3.h.(1), (2) and (3) have been modified and moved to Article
65.]

a. Acquisition of Title by Company:

If Company was not the actual producer of Such Picture

which was produced by a signatory Company but
acquired title thereto by purchase, assignment, transfer,
voluntary or involuntary, or by foreclosure of a chattel
mortgage or security agreement or a pledgee’s sale,
Company shall nevertheless be obligated to make the
payments herein provided when Such Picture is exhibited
in Supplemental Markets, unless such payment required
hereunder has already been paid.

b. Financing-Distribution Agreement by Company:

The obligation of the signatory Company hereunder with

respect to the payments provided for in this Article 51
shall also apply to any Such Pictures produced by an
independent producer under a contract between the
signatory Company and such independent producer for
the production of such motion picture, and for the
financing and distribution thereof by the signatory
Company. However, such signatory Company shall not
be liable for the payment of any Supplemental Market
fees based on monies received by a foreign distributor
under a foreign production deal as defined in
subparagraph C.1.c. above, with respect to which such
foreign distributor or such independent producer is not
obligated to account to such signatory Company. Nor
shall such signatory Company be obligated to obtain any
Distributor’s Assumption Agreement from any foreign
distributor referred to in subparagraph C.1.c. above
except if such foreign distributor is obligated to account
to such signatory Company pursuant to subparagraph
C.1.c. above with respect to monies as therein provided.

c. Company’s Liability:

It is expressly understood and agreed that Company shall

in all events remain bound hereunder to make the
payments due by reason of the exhibition of each Such
Picture in Supplemental Markets, irrespective of the
assumption of such liability by any other person, firm or
company as hereinabove provided, except as otherwise
expressly provided in this Basic Agreement.

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 d. Failure to Deliver Assumption Agreement:

The failure of Company to obtain and deliver an executed

assumption agreement as provided in Article 65 and
subparagraph 9. of this Article 51.C. shall be deemed a
substantial breach of this Basic Agreement.

9. If the Company shall sell, transfer, assign or otherwise dispose

of its rights in any literary material (to which the provisions of
Articles 47, 51.C. and 65 of this Basic Agreement apply, or may
apply) prior to the production of a motion picture based
thereon, to any person or company (hereinafter referred to as
the “Buyer”) other than a person or company with headquarters
outside the United States, the Company shall obtain from the
Buyer a separate agreement in substantially the following form:

“LITERARY MATERIAL ASSUMPTION AGREEMENT

“
(hereinafter referred to as the ‘Buyer’) agrees with

(Company)
that the story, screenplay, story and screenplay or story and
teleplay covered by this Agreement is subject to the Writers
Guild of America – Alliance of Motion Picture & Television
Producers Theatrical and Television Basic Agreement of 2004
(herein the ‘Basic Agreement’), and particularly to the
provisions of Article 51.C. thereof pertaining to additional
payments to writers on release of a motion picture based
thereon in Supplemental Markets (but excluding subparagraph
8. of said Article 51.C.), and the said Buyer hereby agrees,
expressly for the benefit of the Writers Guild of America, west,
Inc., and Writers Guild of America, East, Inc., (herein referred
to as ‘the Guild’), as representatives of the writers involved, to
abide by and perform the provisions of said Basic Agreement
and make the additional payments required thereunder, as
aforesaid. For the purpose of applying such provisions of said
Basic Agreement, the writer or writers of such material shall be
treated in all respects as though the said material were written
by such writer or writers while in the employ of the Buyer.

It is expressly understood and agreed that the rights of the

Buyer to exhibit or license the exhibition of any motion picture
based upon said material shall be subject to and conditioned
upon the payment to the writer or writers involved of additional
compensation, if any, required under Section C. (except
subparagraph 8. thereof) of said Article 51 of said Basic
Agreement, and it is agreed that the Guild shall be entitled to
injunctive relief and damages against Buyer in the event such
payments are not made.

If the Buyer shall sell, transfer, assign or otherwise dispose of

its rights in such material to any person or company with

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 headquarters in the United States, it may obtain from the party
acquiring such rights a separate agreement in the same form
(including this sentence) as this agreement, and will notify the
Guild thereof, together with the name and address of the
transferee, and deliver to the Guild a copy of such assumption
agreement; it being the intent hereof that the obligations herein
set forth shall be continuing obligations on the part of such
subsequent owners of such material, so headquartered in the
United States.

BUYER
Date:
By:
Address: ”

The Company agrees to give notice to the Guild of such sale,

transfer or assignment of the nature above mentioned, with the
name and address of the Buyer, and to deliver to the Guild an
executed copy of such assumption agreement. An inadvertent
failure on the part of the Company to comply with any of the
provisions of this subparagraph 9. shall in no event constitute a
default by the Company hereunder or a breach of this Basic
Agreement, provided that such failure is cured promptly after
notice thereof from the Guild.

Upon delivery of such assumption agreement, Company, or any

subsequent owner obtaining the execution of such an
assumption agreement, shall not be further liable to the Guild or
any writer for the keeping of any such records or the payment
of such additional compensation, or for compliance with credit
obligations insofar as they relate to the exhibition of Such
Picture in Supplemental Markets; and the Guild agrees to look
exclusively to the party last executing such an assumption
agreement for the keeping of such records, payment and
compliance with credit obligations. If a company with
headquarters outside the United States is a subsidiary of the
Company, or the Company is the distributor of Such Picture for
such a company, then, for the purposes of this subparagraph 9.,
such company shall be deemed to be headquartered only in the
United States. The provisions of this Paragraph C. shall not
apply to the distribution or exhibition in relation to
Supplemental Markets of trailers or advertising a motion picture
by shots, etc., substantially in the nature of a trailer, or to the
use of stock shots.

10. Notwithstanding the sooner termination of this Agreement, the

parties hereto agree that the terms and conditions of this
Paragraph C. shall apply and remain in full force and effect, and
without change, to Such Pictures produced by the Company, the
principal photography of which commenced between
November 1, 2004 and October 31, 2007, both dates inclusive,
regardless of when (either during or at any time after the

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 expiration of the term of this Basic Agreement or of such
period) Such Pictures are released in Supplemental Markets,
and regardless of the terms or provisions of any Basic
Agreement which is a modification, extension, or renewal of, or
substitution for this Basic Agreement, subject, however, to the
provisions of the last paragraph of Article 51.B.

D. If, in the upcoming negotiations with SAG and DGA, the Company
agrees to modify the basic substantive provisions regarding
Supplemental Markets, Company will so advise the Guild and accord
it the opportunity to elect that this Article be modified in the same
manner, as of the date on which the Guild so notifies the Company.
Adjustments which statistically maintain the relative allocations of
proceeds derived from Supplemental Markets among SAG, DGA and
WGA as established in existing collective bargaining agreements will
not activate this provision, but an increase in the relative allocations to
SAG or DGA in such proceeds will activate this provision, with any
such increase to be accorded proportionately to WGA. Upon request,
the Guild shall be provided with the statistics upon which the
adjustments have been made, and the Guild’s right to activate this
provision shall be arbitrable. The Guild shall give notice of its
election within sixty (60) days after receipt of the Company’s notice
or after being provided with the statistics referred to, whichever is
later. The election shall be limited to accepting the entire agreement
reached with SAG or DGA on Supplemental Markets, and only such
entire agreement, but with appropriate equivalent adjustment for
writers for provisions peculiar to actors or directors, as the case may
be.

ARTICLE 52 INDUSTRIAL FILMS (GENERAL)

(Replaced by the Sideletter on “Informational Programs” on pages 585-586.)

ARTICLE 53 FINANCIAL INFORMATION

A. GENERAL

The Company shall make available for inspection by the Guild all the
financial terms of contracts relevant to the determination of the
accuracy of any payments due to a writer pursuant to this Agreement
and the records showing the receipts and deductions to be accounted
for. (For example, if the writer is to receive twenty-five percent
(25%) of the Company’s net receipts from publishing the writer’s
screenplay, the Company must make available for inspection by the
Guild the financial terms of the agreement with the publisher and its
records with respect to the receipts from the publisher.) The Guild
shall have the right, at reasonable times, to examine all such records at
whatever place or places such records are customarily kept by the
Company. If the Guild requests that it be sent an extract of such
financial terms, and if such information is not extensive in nature, the
Company will forward such extract, without making it necessary for

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 the Guild to send a representative to the offices of the Company. In
general, the Company will cooperate in furnishing such information to
the Guild by mail or telephone, when doing so is not unreasonable or
burdensome.

B. RESIDUALS AUDITS

With regard to audits conducted by the Guild, sometimes in

conjunction with other labor organizations, the Company shall
provide access to its books and records which pertain to its obligation
under the Basic Agreement to pay residuals. Such documents shall be
made available for the audit at the Company’s business offices or
other place or places where such records are customarily kept.

In connection with such an audit, the Company shall be deemed to

have asserted that license agreements or other business records
contain highly sensitive, competitive, confidential and proprietary
information. Without the Guild conceding that such assertions are
necessarily appropriate in all instances, the Guild and the Companies
agree as follows:

Prior to the date of audit entry, the Guild will designate its employees,
officers, directors or agents (hereinafter “representatives”) to act as
liaisons with the auditors and provide the representatives’ names and
positions to the Company. The Guild’s representatives will be
persons with a “need to know” audit-related information.

The Guild also will agree on its own behalf, and will obtain from its
auditors and other representatives their agreement, not to divulge
information from such license agreements or other business records,
or copies of them, to persons other than Guild representatives except:

1. to review, investigate or enforce claims against the audited

Company arising under the MBA or applicable law,

2. pursuant to legal process, or

3. after obtaining the Company’s consent, which will not be

unreasonably withheld.

Any notes taken and/or workpapers prepared by the auditors also shall
be subject to these provisions; however, the Guild may assert a claim
of privilege as to such notes and/or workpapers.

Employees and representatives of the Guild may in their discretion

discuss the audit findings, including the Company’s position, if
known, with WGA-represented writers. By doing so, the Guild would
not be violating a duty of confidentiality, if any, owed to the Company
so long as the Guild’s communications are related to its obligation to
review, investigate or enforce claims against the audited Company
arising under the MBA or applicable law, pursuant to legal process, or
after obtaining the Company’s consent, which will not be
unreasonably withheld.

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 If the Guild is required by legal process to disclose information
obtained in a residuals audit, the Guild shall provide prompt written
notice to the Company to permit the Company to object or to seek an
appropriate protective order.

At the election of the Company, the auditors and other Guild

representatives shall be required to sign an agreement duplicating the
confidentiality provisions in the preceding paragraphs of this
Paragraph B., but without any modifications to these provisions unless
consented to by the Guild.

In consideration of the foregoing agreements in this Paragraph B., the

Company agrees not to require the Guild or its auditors or
representatives to execute any other agreement relating to
confidentiality as a condition of granting access to its business
records.

The foregoing provisions of this Paragraph B. shall not apply to

residuals audits conducted by the Guild for which (1) the date of audit
entry is prior to May 2, 1995, and (2) there is a written confidentiality
agreement executed by the Company, the Guild and/or its auditors.

ARTICLE 54 PROHIBITION OF SO-CALLED “MORALS CLAUSE”

Subject to any contractual obligations to the contrary which may exist on

March 1, 1981, Company agrees that it will not include the so-called “morals
clause” in any writer’s employment agreement covered by this Basic
Agreement.

ARTICLE 55 RESTRAINT ON LICENSEE RIGHT OF APPROVAL

Subject to any contractual obligations to the contrary which may exist on

March 1, 1977, Company agrees that it will not delegate to the licensee of
any episodic series the right to approve the writers employed to write stories
and/or teleplays of the episodes (other than the pilot) of said episodic series.

ARTICLE 56 SIGNIFICANCE OF TITLES AND SUB-TITLES

(GENERAL)

The headings of Articles, paragraphs and other subdivisions hereof are

inserted for the purpose of convenient reference, and it is recognized that
they may not adequately or completely describe the contents of the
provisions that they head. Such headings shall not be deemed to govern,
enlarge, limit, modify, or in any other manner affect the scope, meaning, or
intent of the provisions of this Basic Agreement or any part or portion
thereof; nor shall they otherwise be given any legal effect, except as
provided in the prefatory language to this Basic Agreement appearing on
pages 9-10.

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ARTICLE 57 PAY TELEVISION AND VIDEODISC/VIDEOCASSETTE
PRODUCTION

Employment of writers and acquisition of literary material by the Company

for the pay television and/or videodisc/videocassette markets shall be
governed by the provisions of Appendix B attached hereto.

ARTICLE 58 RELEASE OF FREE TELEVISION PROGRAMMING

AND THEATRICAL MOTION PICTURES TO BASIC
CABLE

Except as provided in the following paragraph, the exhibition on basic cable

of television motion pictures shall be considered free television exhibition as
distinguished from “Supplemental Markets” exhibition.

Except as is otherwise provided in Article 15.B.1.b.(2)(d),16 upon release, on

or after November 1, 2004, to basic cable of product initially produced for
free television, as to which free television residuals would otherwise be
payable, Company shall pay, in the aggregate, to the credited writer or
writers the following percentage of the Company’s accountable receipts, as
defined in Article 51.C., obtained therefrom: With respect to free television
motion pictures produced prior to July 1, 1984, said percentage shall be two
and one-half percent (2.5%); with respect to free television motion pictures
produced after July 1, 1984, said percentage shall be two percent (2%). For
the purpose of this provision, the term “basic cable” means one or more
basic cable systems which do not meet the definition of pay television as set
forth in this Agreement and wherein the release on basic cable is a separate
release and not part of a free television broadcast.

Upon release, on or after November 1, 2004, to basic cable, of product

initially produced for theatrical release, the Company shall pay to the
credited writer or writers aggregate compensation of one and two-tenths
percent (1.2%) of the Company’s accountable receipts, as defined in Article
51.C., obtained therefrom.

Residual payments for the release to basic cable of television programs made
under the WGA Royalty Plan, which appeared as Exhibit A-1 to the 1960
Writers Guild of America Television Film Basic Agreement, which are due
on or after October 1, 1994 shall be made to the credited writer(s) thereof in
accordance with the provisions of Article 58 of the applicable MBA. It is
agreed that the MBA in effect at the time of the first release of a Royalty
Plan program to basic cable after March 1, 1985 shall be the “applicable
MBA” for purposes of such payments. The parties further agree that when
Royalty Plan programs are released to either domestic or foreign basic cable,
the Company’s accountable receipts therefrom are fully reportable and
residuals are payable in perpetuity at the rate set forth in Article 58 of the
applicable MBA. The provisions of this paragraph amend the WGA Royalty
Plan and prior MBAs.

16
Article 15.B.1.b.(2) on page 139 contains special provisions governing the second run
of certain episodes of new dramatic series produced for a network or for the WB or UPN for the
purpose of encouraging their success.

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 The term, “[u]pon release,” or “release,” in the preceding three paragraphs,
means that the theatrical or television motion picture product is “available,”
which is when it first may be exhibited on basic cable pursuant to the terms
of a license or distribution agreement.

ARTICLE 59 COPYRIGHT ROYALTY TRIBUNAL MONIES

(GENERAL)

Monies received by the Company from distributions by the Copyright

Royalty Tribunal for theatrical motion pictures produced on or after
November 1, 2004 shall be subject to the payment formula set forth in
Article 15.A. of this Agreement. Such monies shall be paid to the Writers
Guild Foundation.

With respect to a free television motion picture covered under the sideletter
waiving the provisions of Article 15.B.1.b.(2)(c), any monies received by the
Company from distributions by the Copyright Royalty Tribunal for such
television motion picture shall be included in the numerator of the multiplier
contained in the sideletter waiving the provisions of Article 15.B.1.b.(2)(c).

ARTICLE 60 DISSEMINATION OF CRITIQUES OF LITERARY

MATERIAL (GENERAL)

Critiques or synopses prepared by story analysts or other readers employed

by the Company of literary material which has not been optioned or acquired
by the Company shall not be circulated, without the consent of the writer of
the literary material, to persons outside the Company, except those with
whom the Company has a business relationship in the nature of an active
development deal, a production or financing or distribution arrangement, or
similar association. In the event of any claim of violation of this provision,
the sole remedy shall be submission to the Committee on the Professional
Status of Writers for resolution.

ARTICLE 61 JOINT COMMITTEES

A. GENERAL

The parties reaffirm their commitment to the active use of joint committees
consisting of representatives both from the Guild and the Companies to
resolve disputes, adjust practices and advance harmonious and productive
practices within the industry. These committees include those already
established, such as the Residuals Commission and the Committee on the
Professional Status of Writers.

The parties agree to consider the creation of other committees for the above-
mentioned purposes.

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 B. COMMITTEE ON THE PROFESSIONAL STATUS OF
WRITERS

The Committee on the Professional Status of Writers agreed, during the term
of the 1988 MBA and the 1992 Extension Agreement, upon Guidelines
regarding writer participation in the creative process. Each Company shall
circulate the Guidelines to appropriate Company personnel and, furthermore,
shall give due consideration to the Guidelines.

ARTICLE 62 CONTRACT ADJUSTMENT COMMITTEE

To promote industrial peace and to improve and promote cooperation

between the Guild and the Companies, the parties to the 1992 Extension
Agreement established an alternative bargaining forum known as the
Contract Adjustment Committee (“CAC”), which is composed of
representatives of the Guild and the AMPTP and/or ABC, CBS and NBC.
Each of the Companies commits to an active and continuing use of this
Committee.

The Contract Adjustment Committee shall meet at least once every twelve
(12) months, upon request of any of the parties, to discuss amendments to
the WGA MBA.

The Companies’ representatives to the Committee shall have the authority to

bind their respective Companies. The Guild representatives shall have the
authority to negotiate and recommend tentative agreements, including those
to modify minimums, subject to Guild procedures. Agreements on
amendments thus made by the parties in the Contract Adjustment Committee
shall, if ratified by the Guild, amend and become a part of this Agreement.
Guild ratification procedures are the sole province of the Guild and are not
arbitrable under this Agreement.

ARTICLE 63 CREDITS REVIEW

The parties acknowledge that the WGA is currently reviewing the MBA
credit system and the WGA’s Screen and Television Credits Manuals. The
parties acknowledge that such a review is warranted and may, in light of
changing conditions in the industry, require changes in the 2004 Basic
Agreement. Therefore, as part of the work of the Contract Adjustment
Committee, the parties shall convene a Credits Review Committee upon the
request of either party made after ratification hereof, to consider changes in
the credits provisions of this Agreement and, upon mutual agreement, their
recommendations shall be submitted to WGA ratification procedures and, if
ratified, shall amend and become a part of this Agreement.

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ARTICLE 64 REUSE OF MBA-COVERED MATERIAL IN
INTERACTIVE PROGRAMS

A. Definitions and Coverage

1. Definition of interactive program. An “interactive program”

is a non-linear program that allows the individual viewer/
user(s) to control and/or manipulate in real time the output of
the program elements via an interactive device. A “non-linear”
program is a program in which the material embodied therein is
intended to be viewed by the viewer/user(s) in such order
selected by the viewer/user(s) and which does not have a
predetermined “beginning” and “end” (although it may have an
opening “default” menu or resting position from which
selection of the order of viewing is determined by the viewer/
user(s)), as opposed to a “linear” program in which the material
embodied therein is intended to be viewed (in its entirety or in
segments) in a predetermined order, but such material may be
accessed randomly by the viewer/user(s). Such capability of
random access shall not affect the status of such program as a
“linear” program.

2. Definition of interactive device. An “interactive device” is a

device which is necessary in order to control and/or manipulate
an interactive program. An interactive device may thus be a
locally-operated device (i.e., a single device that both reads the
data from the storage medium and permits the viewer/user(s) to
control and/or manipulate the interactive program) or a
remotely-operated device (i.e., a device that reads the data from
the storage medium at a centrally-based location but which
enables the viewer/user(s) to control and/or manipulate the
interactive program from a remote location via wired or
wireless transmission).

3. Interactive rights license.

a. Definition of interactive rights. See Articles 1.B.9. and

1.C.19.

b. Definition of interactive rights licensee. An

“interactive rights licensee” is the entity that first
exploits, directly or indirectly, the interactive rights (such
as by developing, producing or publishing an interactive
program or performing similar functions, but not by
reselling only).

An entity which both resells interactive rights and adds

value to those rights by developing, producing,
publishing or performing similar functions may qualify
as an interactive rights licensee if the value thus added
constitutes exploitation of the rights by making a
substantial creative and/or technical contribution to the

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 development, production or publication of the interactive
program.

c. Definition of interactive rights licensor; definition of

interactive rights license. An “interactive rights
licensor” is an entity that grants a license for interactive
rights to an “interactive rights licensee.” An “interactive
rights license” or an “interactive rights license
agreement” includes a license (written or oral) or other
permission to exploit interactive rights of, or granted by,
an interactive rights licensor.

4. Applicable gross. “Applicable Gross” is the aggregate of all

monies remitted by the interactive rights licensee to the
interactive rights licensor in respect of a license of interactive
rights, subject to the following:

a. Unaffiliated licensee. If the interactive rights licensee is

not an affiliated entity of the interactive rights licensor,
then the Applicable Gross shall be the monies actually
received by the interactive rights licensor in respect of
the license of interactive rights.

b. Affiliated licensee. If the interactive rights licensee is an

affiliated entity of the interactive rights licensor, then the
Applicable Gross shall be the monies actually received
by the interactive rights licensor in respect of the license
of interactive rights, provided the monies actually
received by the interactive rights licensor in respect of
the license of interactive rights are not less than the fair
market value of the interactive rights. If such monies are
less than the fair market value, then the Applicable Gross
shall be the fair market value of the interactive rights.

c. Licensor as producer, et al. If the interactive rights

licensor is also the producer, developer, publisher and/or
distributor of the interactive program, then the
Applicable Gross shall be the fair market value of the
interactive rights.

d. Selling or reselling. No monies attributable to the

functions of selling or reselling of the interactive rights,
or earned thereby, shall be deducted from, or otherwise
used to reduce, the Applicable Gross.

e. Licensor as investor. If the interactive rights licensor

invests in the production, development, publication
and/or distribution of the interactive program or in the
entity which performs such functions, any monies which
are a recoupment of such investment by the interactive
rights licensor shall not be included in the Applicable
Gross. Monies received by way of investment
recoupment shall be separate from monies received for

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 the licensing of the interactive rights so long as the
Applicable Gross, as reported to the Guild, is the fair
market value of the interactive rights.

f. Fair market value of the interactive rights. The fair

market value of the interactive rights shall be determined
by ascertaining the monies which would have been paid
by an unaffiliated licensee to an interactive rights
licensor for the license of the interactive rights.

g. Licensing of multiple rights/multiple pictures. If, as

part of the same or related transaction(s) for the license of
interactive rights, other rights (e.g., theatrical exhibition
and/or television distribution rights) are licensed, then a
fair and reasonable allocation of the aggregate monies
remitted shall be made in respect of the interactive rights.
No deductions or expenses or other costs related to the
license of other rights shall be deducted from this
allocation and this allocation shall be the Applicable
Gross.

Similarly, when interactive rights to more than one

motion picture are licensed as part of the same or related
transaction(s), a fair and reasonable allocation of the
aggregate monies remitted shall be made in respect of the
interactive rights to each motion picture.

If, as part of the same or related transaction(s), excerpts

exempt from payment and excerpts requiring payment
pursuant to Article 64.B.2. below are licensed, a fair and
reasonable allocation of the aggregate monies remitted
shall be made in respect of the exempt and non-exempt
excerpts. The amount so allocated to the non-exempt
excerpts shall be no less than the fair market value of the
interactive rights for those excerpts.

h. Title, Logo, Art Work, Sound Effects and/or Music

Soundtrack

(1) No Payment For License of Only Title, Logo,

Art Work, Sound Effects and/or Music
Soundtrack

No payment is required when the only element(s)

of the motion picture used in an interactive
program is (are) the title and/or logo and/or art
work and/or sound effects and/or music
soundtrack.

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 (2) No Deduction Permitted for Title, Logo, Art
Work, etc. Used in an Interactive Program

The payment provisions hereunder encompass all

elements of the motion picture, including title,
logo, art work and accompanying sound track, and
no deduction may be made from the Applicable
Gross for the use of such elements.

5. Coverage - General

This Article 64 covers reuse of covered material in interactive

programs (including arcade games, wherever located) which are
viewed/used on a home-type television screen or computer
monitor and distributed by means of a cartridge, disc or any
other similar device or by any means of television exhibition,
including but not limited to, pay television, free television and
basic cable.

B. Reuse of Covered Motion Pictures, In Whole or In Part

1. Whole or substantial part. The reuse of a covered theatrical

or television motion picture, in whole or in substantial part, in
an interactive program shall require an aggregate payment by
the Company to the credited writer(s) equal to one and two-
tenths percent (1.2%) of the Applicable Gross attributable to the
licensing of such motion picture or substantial portion(s)
thereof. These reuse provisions apply to all motion pictures
covered by the Supplemental Markets provisions of any WGA(-
AMPTP) MBA. This provision is subject to contractual
commitments with individual writers which were entered into
prior to May 2, 1995.

2. Excerpts. The use of excerpt(s) from a covered theatrical or

television motion picture in an interactive program shall require
an aggregate payment by the Company to the credited writer(s)
equal to two percent (2.0%) of the Applicable Gross attributable
to the licensing of such excerpt(s). This provision shall apply
to all motion pictures covered by the excerpt provisions of any
WGA(-AMPTP) MBA. This provision is subject to contractual
commitments with individual writers which were entered into
prior to May 2, 1995.

The “flashback” and “recap” exceptions in Article 15.B.10.c.

and d. shall not apply to this Article 64. The provisions of
Articles 15.A.3.j., 15.B.10.a. and b. shall apply when the
excerpt is used as a “stock shot,” for review purposes or in a
trailer. In addition, if the Guild and the Companies reach
agreement on a definition of “news” and/or “promotional” uses,
these exception(s) also will apply to this Article 64.

3. Allocation of payments to credited writers. Allocation of

payments under this Paragraph B. shall be made to writers who

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received writing credit pursuant to a credits schedule of a WGA
Basic Agreement as follows:

“Written by” credit -- one hundred percent

(100%) of the monies

“Screenplay by” or “Teleplay by” -- seventy-five percent

(75%) of the monies

“Story by,” “Screen Story by” or

“Television Story by” -- twenty-five percent
(25%) of the monies

Minor credits, such as

“Adaptation by” -- ten percent (10%) of
the monies, to be
deducted from the share
of the writer(s)
receiving “Screenplay
by” or “Teleplay by”

Any writers receiving the same writing credit shall share

equally in the percentage amount specified in this Paragraph B.

When there is no credit given for story, screen story or

television story, then the pro rata share otherwise payable to a
writer receiving such credit shall be paid to the writer(s)
accorded screenplay or teleplay credit.

When a covered motion picture is a remake of a prior motion

picture, any writers of the prior motion picture who receive
writing credit for the remake shall also be entitled to share in
payments under this Paragraph B., but only if their employment
as writers for the prior motion picture, or the purchase of their
literary material for the prior motion picture, was covered by a
collective bargaining agreement with the Guild.

For purposes of Article 64.B., the Company is deemed to have

been the employer of a writer whose services were performed
for the Company on a loan-out basis. The lender shall not have
any responsibility under Article 64.B. with respect to a covered
motion picture. If there are one (1) or more writers who receive
credit under a WGA Basic Agreement and one (1) or more
writers who perform writing services in connection with the
writing of the story or teleplay or screenplay and receive screen
credit in connection with a covered motion picture, but who are
not subject to this Basic Agreement, then that portion of the
applicable percentage payment as defined in this Article 64
which would otherwise have been payable to such one (1) or
more writers not subject to this Basic Agreement may be
retained by Company, and the Company shall not be obligated
to pay such portion to any such writer receiving credit as
aforesaid.

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 4. No duplication of payments under subparagraphs B.1. and
B.2. Whenever a motion picture is reused, in whole or in
substantial part, in an interactive program, together with
excerpts from the same motion picture, payment shall be made
to the writer(s) of such motion picture in accordance with
subparagraph B.1., above.

C. Interactive Programs Based Upon Literary Material

1. Theatrical. When an interactive program is based upon literary

material covered by the theatrical provisions of any MBA, as
provided in subparagraph C.3. below, an aggregate payment
equal to one and one-half percent (1.5%) of the Applicable
Gross attributable to the licensing of such literary material shall
be made by the Company to the writer(s) with separation of
rights and to the writer(s) who nevertheless

a. first describes in literary material an object or thing

which is fully described in such literary material and by
such description appears to be unique and original;
and/or

b. introduces a character and the characterization of such

character is fully developed and fully described in the
material written by the writer and from such development
and description the character appears to be unique and
the principal creation of the writer,

provided that such interactive program is based upon such

object, thing and/or character(s).

When different writers are entitled to payments pursuant to this

subparagraph C.1. for literary material from the same theatrical
motion picture in an interactive program, the writers shall share
in the payment required. The Guild shall determine the
allocation among the writers.

2. Television. When an interactive program is based upon literary

material covered by the television provisions of any MBA as
provided in subparagraph C.3. below, an aggregate payment
equal to three percent (3.0%) of the Applicable Gross
attributable to the licensing of such literary material shall be
made by the Company to the writer(s) with separation of rights
(subject to the provisions of Articles 16.B.3. and B.5. and
corresponding provisions of prior MBAs) and to the writer(s)
who nevertheless

a. first describes in literary material an object or thing

which is fully described in such literary material and by
such description appears to be unique and original;
and/or

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 b. introduces a character and the characterization of such
character is fully developed and fully described in the
material written by the writer and from such development
and description the character appears to be unique and
the principal creation of the writer,

provided that such interactive program is based upon such

object, thing and/or character(s).

When different writers are entitled to payments pursuant to this

subparagraph C.2. for literary material from the same television
motion picture in an interactive program, the writers shall share
in the payment required. The Guild shall determine the
allocation among the writers.

3. The reuse provisions of this Paragraph C. shall apply to literary

material covered by any MBA providing for Separation of
Rights. The provisions of this Paragraph C. are subject to
contractual commitments with individual writers which were
entered into prior to May 2, 1995.

D. Combination Payments for Reuses Described in Article 64.B. and

C.

1. Combination of Motion Picture (whole or substantial part)

and Literary Material Rights

a. Theatrical. If a covered theatrical motion picture is used

in whole or in substantial part in an interactive program,
as provided in Article 64.B.1. above, and such interactive
program is also based on literary material written in
connection with the same covered motion picture, as
provided in Article 64.C.1. above, the Company shall pay
an aggregate payment of two percent (2%) of the
Applicable Gross attributable to both the licensing of the
motion picture or a substantial portion thereof and the
licensing of the literary material upon which the
interactive program is based. Such payment shall be
allocated as follows: one percent (1.0%) shall be paid to
the writer(s) entitled to payments under Article 64.B.1.
and one percent (1.0%) shall be paid to the writer(s)
entitled to payments under Article 64.C.1.

b. Television. If a covered television motion picture is used

in whole or in substantial part in an interactive program,
as provided in Article 64.B.1. above, and such interactive
program is also based on literary material written in
connection with the same covered motion picture, as
provided in Article 64.C.2. above, the Company shall pay
an aggregate payment of three percent (3%) of the
Applicable Gross attributable to both the licensing of the
motion picture or a substantial portion thereof and the
licensing of the literary material upon which the

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 interactive program is based. Such payment shall be
allocated as follows: one and one-half percent (1.5%)
shall be paid to the writer(s) entitled to payments under
Article 64.B.1. and one and one-half percent (1.5%) shall
be paid to the writer(s) entitled to payments under Article
64.C.2.

2. Combination of Excerpts and Literary Material Rights

a. Theatrical. If excerpts from a theatrical motion picture

are used in an interactive program, as provided in Article
64.B.2. above, and such interactive program is also based
on literary material written in connection with the same
covered theatrical motion picture, as provided in Article
64.C.1. above, the Company shall pay an aggregate
payment of two percent (2.0%) of the Applicable Gross
attributable to both the licensing of excerpts and the
licensing of the literary material upon which the
interactive program is based. Such payment shall be
allocated as follows: one percent (1.0%) shall be paid to
the writer(s) entitled to payments under Article 64.B.2.
and one percent (1.0%) shall be paid to the writer(s)
entitled to payments under Article 64.C.1.

b. Television. If excerpts from a television motion picture

are used in an interactive program, as provided in Article
64.B.2. above, and such interactive program is also based
on literary material written in connection with the same
covered television motion picture, as provided in Article
64.C.2. above, the Company shall pay an aggregate
payment of three percent (3.0%) of the Applicable Gross
attributable to both the licensing of excerpts and the
licensing of the literary material upon which the
interactive program is based. Such payment shall be
allocated as follows: one and one-half percent (1.5%)
shall be paid to the writer(s) entitled to payments under
Article 64.B.2. and one and one-half percent (1.5%) shall
be paid to the writer(s) entitled to payments under Article
64.C.2.

3. When different writers are entitled to payments for the use of

literary material pursuant to this Paragraph D. for the same
motion picture in an interactive program, the writers shall share
in the payment required. The Guild shall determine the
allocation among the writers.

E. Reporting and Assumption Agreements

1. Reporting and payment

Company’s obligation shall accrue hereunder only after

Applicable Gross is received by Licensor, but as to foreign
receipts, such obligation shall accrue only when such receipts

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can be freely converted to U.S. dollars and are remitted to the
United States, and until such time no frozen foreign receipts
shall be included in Applicable Gross. Payment of amounts
accruing hereunder shall be made quarterly on the basis of
quarterly statements, as hereinafter provided.

Upon request, and if permitted by the authorities of a foreign

country, the Company (or Licensor, if applicable) will transfer
to any writer, in the currency of such foreign country, his/her
share, if any, of frozen foreign receipts in such country,
provided the writer will bear any costs involved. Such transfer
shall be deemed to be payment to the writer of an equivalent
number of U.S. dollars at the then-current free market rate for
blocked funds of that category as determined by the Company
(or Licensor, if applicable). Concurrently with such transfer,
the writer will pay to the Company (or Licensor, if applicable)
in U.S. dollars the total amount the Company (or Licensor, if
applicable) is required to withhold from such payment under all
applicable laws. If the Company (or Licensor, if applicable)
utilizes frozen foreign currencies derived from the license of
interactive rights, as provided herein, by conversion thereof to
properties that may be freely exported and turned to account,
the amount so utilized by the Company (or Licensor, if
applicable) shall be deemed to have been converted to U.S.
dollars at the then-current free market rate for blocked funds of
that category determined as above provided. Frozen foreign
receipts from the license of interactive rights, as provided
herein, shall be deemed to be released on a first-in first-out
basis, unless the authorities of the foreign country involved
designate a specific period that would render such basis
inapplicable. Such released funds shall be allocated between
the license of interactive rights, as provided herein, and other
licenses of interactive rights granted by the licensor in the same
ratio that receipts derived from the license of interactive rights,
as provided herein, within the foreign country, bear to the total
receipts derived from the license of interactive rights, as
provided herein, and all other licenses of interactive rights
within the foreign country, during the applicable period, unless
the authorities of the foreign country involved require another
method of allocation, in which case such other method shall be
used.

Foreign receipts shall be accounted for in U.S. dollars at the

rate of exchange at which such receipts are actually converted
and remitted, and should any discounts, taxes, duties or charges
be imposed in connection with the receipt or remittance of
foreign funds, only so much of such funds as remain thereafter
shall be included in Applicable Gross. Company (or Licensor,
if applicable) shall not be responsible for loss or diminution of
foreign receipts as a result of any matter or thing not reasonably
within the control of the Company (or Licensor, if applicable).
The Guild and the writers shall be bound by any arrangements
made in good faith by the Company (or Licensor, if applicable),

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or for its account, with respect to the deposit or remittance of
foreign revenue. Frozen foreign receipts shall not be
considered trust funds and the Company (or Licensor, if
applicable) may freely commingle the same with other funds of
the Company (or Licensor, if applicable). No sums received by
way of deposits or security need be included in Applicable
Gross until earned, but when the Licensor is paid a non-
returnable advance for interactive rights by a licensee, such
advance shall be included in the Applicable Gross. A “non-
returnable advance” is to be included in Applicable Gross when
interactive rights, as provided herein, are “available” and
“identifiable” and the amount of the advance payment is
“ascertainable.”

Interactive rights are “available” when the rights first may be

exploited under the terms of the applicable license agreement.

Interactive rights are “identifiable” when the Company first

knows or reasonably should have known that the interactive
rights to a given motion picture and/or literary material are
covered by a particular license.

The amount of the advance payment is “ascertainable” if:

a. the advance is for interactive rights to one motion picture

and/or literary material for one motion picture and
territory, or

b. the total amount of the advance is for multiple rights or

interactive rights to multiple motion pictures and/or
territories, in which case a fair and reasonable allocation
of such advance shall be made among the licensed rights
in accordance with subparagraph A.4. of this Article 64.
As each of these interactive rights becomes identifiable
and available, the allocated portion of the non-returnable
advance is to be included in Applicable Gross for that
quarter.

The Company shall notify the Guild of its allocation

when the report of Applicable Gross, which includes the
advance, is to be filed. The Guild has the right to
challenge in an MBA arbitration a failure to allocate or
any allocation that it contends is not fair and reasonable.

If interactive rights are available and identifiable and the

amount of the advance is ascertainable, but the Company does
not provide the WGA with the information required by the
MBA and applicable law, then the advance shall be deemed
includable in Applicable Gross no later than six (6) months
after the licensor receives it.

An advance received by a Licensor’s parent, subsidiary or any

other related or affiliated entity or successor-in-interest, or by

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any other entity to which the advance payment is directed by
the licensor or license agreement, shall be considered as an
advance payment received by the licensor.

Within a reasonable time after the expiration of each calendar

or fiscal quarter, but not exceeding sixty (60) days, the
Company will furnish or cause to be furnished to the Guild a
written report showing the Applicable Gross during the
preceding quarter from the licensing of interactive rights, as
provided herein, with respect to which Company is required to
make payments under this Article 64. These quarterly reports
shall: (1) separately set forth the Applicable Gross from
licensing interactive rights under Articles 64.B.1., 64.B.2.,
64.C., 64.D.1. and 64.D.2. and (2) state whether the Applicable
Gross used is monies received by the Licensor or fair market
value.

Concurrently with the furnishing of each quarterly report, the

Company will make the payments shown to be due by such
report. All payments shall be made by check payable to the
order of the writers entitled thereto, and shall be delivered to the
Guild for forwarding to such writers. Compliance herewith
shall constitute payment to the writers.

No such reports need be furnished with respect to any period

during which there was no Applicable Gross.

An inadvertent failure to comply with the reporting provisions

of this Article 64.E. shall not constitute a default by the
Company under this Agreement, provided such failure is cured
promptly after notice from the Guild is received by the
Company.

The Company shall make available for inspection by the Guild

all licensing statements which are available to the Company
insofar as they relate to Applicable Gross, and all the financial
terms of contracts pertaining to such Applicable Gross. The
Guild shall have the right, at reasonable times, to examine the
books and records of the Company as to such Applicable Gross,
pertaining to such licensing of interactive rights, at whatever
place or places such records are customarily kept by the
Company. If the Guild requests that it be informed of the
license fee paid under an interactive rights licensing agreement,
or if the Guild requests that it be sent an extract of the financial
terms of such a license, and if such information is not extensive
in nature, the Company will forward such information or extract
without making it necessary for the Guild to send a
representative to the Company’s offices. In general, the
Company will cooperate in furnishing such information to the
Guild by mail or telephone, where doing so is not unreasonable
or burdensome.

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 When interactive rights to more than one picture are licensed in
a single license agreement, the Company shall inform the Guild,
at its request, of the identity of the motion pictures, the
interactive rights to which are covered by the license, and shall
make available to inspection by the Guild in the office where
such license agreement is customarily kept a copy of the terms
of such license showing the titles of the motion pictures and/or
literary material, the interactive rights to which are covered by
the license, and the license fee for each. The Company agrees
to cooperate in responding to reasonable inquiries from the
Guild as to whether the interactive rights to any motion picture
or literary material, as provided herein, are currently being
licensed.

Company shall make all social security, withholding,

unemployment insurance, and disability insurance payments
required by law with respect to the additional compensation
provided for in this Article 64.

If the Company shall fail to make any payment provided for in

this Article 64 to the writer when and as the same becomes due
and payable, it shall bear interest at the rate of one and one-half
percent (1.5%) per month on the unpaid balance thereof
commencing to accrue on the earlier of: (a) seven (7) days after
notice in writing to Company from the Guild of such
delinquency, or (b) sixty (60) days after such payment becomes
due and payable.

The compensation payable under this Article 64 shall be

excluded from the gross compensation upon which the
Company’s contributions are to be made to the Pension and
Health Plans.

2. Crediting

If a writer’s employment agreement with the Company requires

that the writer’s compensation shall be based, in whole or in
part, upon, or measured by, a percentage of the gross receipts
derived from the licensing of interactive rights, then such
percentage compensation shall be credited against any amounts
payable to the writer hereunder, and likewise any payment due
to the writer hereunder shall be credited against such percentage
compensation. When all or a part of a writer’s compensation is
a specified sum of money, commonly known and referred to as
a “deferment,” such deferment may not be credited against
amounts payable by the Company to such writer hereunder.

3. Assumption Agreements

With respect to the interactive rights in any literary material or

motion picture for which payment is due under this Article 64,
the following provisions of subparagraphs 3.a., b. and c. shall
apply. When subparagraph 3.a. below applies, the term

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 “licensor/licensee” indicates that the Company (or Licensor, if
applicable) must choose either “licensor” or “licensee” as the
appropriate term for each Assumption Agreement. There is no
obligation under subparagraphs 3.a. or 3.c. for a Company to
obtain an assumption agreement when the Company either does
not own the interactive rights, the Company is the licensor of
the interactive rights, or the Company exploits the interactive
rights (i.e., the Company meets the definition of licensee in
Article 64.A.3.b.).

a. Licensor/Licensee’s Assumption Agreement

Prior to the commencement of principal photography of

each motion picture, the reuse of which is governed by
Article 64, if the Company (or Licensor, if applicable) is
not also the licensor/licensee of the interactive rights to
such literary material and/or motion picture, the
Company (or Licensor, if applicable) shall obtain from
the licensor/licensee having such rights and deliver to
Guild a separate written agreement entitled “Licensor/
Licensee’s Assumption Agreement.” This Assumption
Agreement shall be made expressly for the benefit of the
Guild as representative of the writers involved, by which
such licensor/licensee agrees to assume and pay the
amounts payable under this Article 64 when and as the
same become due. Such agreement shall be substantially
in the following form:

“Licensor/Licensee’s Assumption Agreement

“In consideration of the execution of a license agreement

between

[insert name of the Company (or Licensor, if applicable)]

and the undersigned licensor/licensee, licensor/licensee
agrees that the motion picture, presently entitled
,
and/or the literary material therefor are subject to a
Writers Guild of America Basic Agreement (referred to
as ‘Basic Agreement’), including applicable credits
provisions, if any,17 and particularly to the provisions of
Article 64 of the 2004 WGA – AMPTP Theatrical and
Television Basic Agreement (‘2004 WGA – AMPTP
MBA’), pertaining to additional compensation payable to
writers when interactive rights are licensed. Licensor/
licensee hereby agrees, expressly for the benefit of the
Writers Guild of America, west, Inc., and Writers Guild
of America, East, Inc., (collectively ‘the WGA’), as
representative of the writers whose services are included
in such motion picture and/or literary material, to make
the additional compensation payments required by

17
See Sideletter to Article 64 – Applicable credits provisions at pages 568-570.

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Article 64 when interactive rights are licensed.
Licensor/licensee, for and on behalf of the Company (or
Licensor, if applicable), shall make all social security,
withholding, unemployment insurance and disability
insurance payments required by law with respect to the
additional compensation referred to in the preceding
sentence.

“It is expressly understood that the licensor/licensee’s

right to exploit such interactive rights, or to cause or
permit such rights to be exploited, shall be subject to and
conditioned upon the prompt payment of the additional
compensation required by Article 64 of the 2004 WGA –
AMPTP MBA. It is agreed that the WGA, in addition to
all other remedies, shall be entitled to injunctive relief
against the licensor/licensee if such payments are not
made.

“Within a reasonable time after the expiration of each

calendar or fiscal quarter, but not exceeding sixty (60)
days, the licensor/licensee will furnish or cause to be
furnished to the WGA a written report showing the
Applicable Gross (as defined in Article 64 of the 2004
WGA - AMPTP MBA) during the preceding quarter
from licensor/licensee’s licensing of interactive rights,
whether such license is by the licensor/licensee or
through another licensor/licensee licensed by
licensor/licensee. Each report shall be in the format
described in Article 64.E.1. of the 2004 WGA - AMPTP
MBA. Such report shall be accompanied by such
payments as may be due.

“Licensor/licensee shall also make available for the

WGA’s inspection all licensor/licensee’s statements
delivered to the Company (or Licensor, if applicable)
insofar as they relate to Applicable Gross. The WGA
shall have the right at reasonable times and on reasonable
notice to examine the books and records of the
licensor/licensee as to Applicable Gross. If the
licensor/licensee shall fail to make such payments as and
when due and payable, they shall bear interest at the rate
of one and one-half percent (1.5%) per month on the
unpaid balance thereof, commencing to accrue on the
earlier of (1) seven (7) days after the Guild gives written
notice of the delinquency to the Company, or (2) sixty
(60) days after such payment becomes due and payable.

“This Licensor/Licensee’s Assumption Agreement shall

remain effective and binding upon licensor/licensee as
long as it remains the licensor/licensee of the interactive
rights and thereafter in perpetuity only if it has provided
or guaranteed any of the financing for the production of
such covered motion picture, in accordance with and

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subject to the provisions of Article 64.E.3.b.(1) of the
2004 WGA - AMPTP MBA.

“When there is more than one licensor/licensee, the

provisions of Article 64.E.3.b.(3) of the 2004 WGA -
AMPTP MBA shall apply to each licensor/licensee
which neither provides nor guarantees any of the
financing for the production of such motion picture.

“The licensor/licensee has [has not] (strike whichever is

inapplicable) provided or guaranteed financing for
production of such motion picture.

“Date:

“Licensor/licensee:

[insert business address of licensor/licensee]

“SIGNED: ”

An inadvertent failure on the part of any such

licensor/licensee to comply with any of the reporting
provisions of Article 64.E.3.a. shall in no event constitute
a default by the Company (or Licensor, if applicable) or
such licensor/licensee or a breach of the 2004 WGA –
AMPTP MBA, provided that such failure is cured
promptly after notice in writing thereof from the Guild.

In the event of the expiration or termination of any

license agreement for interactive rights, the Company’s
(or Licensor’s, if applicable) obligation to obtain and
deliver a Licensor/Licensee’s Assumption Agreement to
the Guild shall apply as well to any subsequent license
agreement for interactive rights entered into by Company
(or Licensor, if applicable). The Company (or Licensor,
if applicable) shall obtain and deliver an executed
Licensor/Licensee’s Assumption Agreement within ten
(10) days after the execution of each such subsequent
license agreement.

If, with respect to any motion picture described in Article

64.B.1. or 2. or any motion picture based upon any
literary material described in Article 64.C.3.,
licensor/licensee is not liable in perpetuity for the Article
64 payments under the 2004 WGA - AMPTP MBA, or if
the Company (or Licensor, if applicable) does not have a
license agreement with the licensor/licensee for
interactive rights, then the Guild, prior to commencement
of principal photography of the motion picture, may
require such further financial assurances from the
Company (or Licensor, if applicable) as it deems

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 advisable to insure performance of Company’s (or
Licensor’s, if applicable) obligations to pay the Article
64 fees provided herein, including, without limitation, the
execution of security agreements, guarantees, or other
protective agreements. If any member company of the
AMPTP becomes liable in perpetuity under a
Licensor/Licensee’s Assumption Agreement to pay the
Article 64 fees provided for hereunder, the Guild will
release and cause to be discharged of record all such
security agreements, guarantees or other protective
agreements entered into or obtained by or from the
Company (or Licensor, if applicable), provided, however,
that the Company’s (or Licensor’s, if applicable) primary
liability shall not be released thereby.

b. Licensor/Licensee’s Liability

With respect to the interactive rights in any literary

material and/or motion picture for which payment is or
may become due under this Article 64, the following
provisions shall be applicable to the interactive rights
licensor or licensee:

(1) When the Licensor/Licensee has provided or

guaranteed any of the financing for the production
of a motion picture, the reuse of which is governed
by Article 64, the obligations of the
Licensor/Licensee under this Article 64 shall
continue in perpetuity notwithstanding the
expiration or termination of its interactive rights
license agreement, or any foreclosure of a chattel
mortgage, security agreement, pledge, or lien on
such motion picture and/or the literary material
upon which it is based. In the case of foreclosure,
should such mortgagee, pledgee or security holder
or a third party, who is neither the Company nor
Licensor/Licensee, acquire title to the literary
material and/or motion picture and execute the
Buyer’s Assumption Agreement (see Article
64.E.3.c. below), and upon condition that the
Guild, in its discretion, approves such purchaser’s
financial responsibility, then, when the
Licensor/Licensee ceases to be the
licensor/licensee of such interactive rights, the
Licensor/Licensee shall thereupon be released
from any and all further obligations under this
Article 64 with respect to the literary material
and/or motion picture. Should any third party
(other than in connection with any such
foreclosure) acquire the interactive rights of the
Licensor/Licensee and execute a
Licensor/Licensee’s Assumption Agreement
pursuant to which it is liable in perpetuity to make

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 the payments under this Article 64, then, upon
condition that the Guild in its discretion approves
such third party’s financial responsibility, such
Licensor/Licensee shall thereupon be released
from any and all further obligations under this
Article 64 with respect to the interactive rights so
acquired. However, such Licensor/Licensee shall
not be liable for the payment of any Article 64
reuse payments based on monies received by a
foreign distributor under a “foreign production
deal” as defined in Article 51.C.1.c. of this Basic
Agreement with respect to which such foreign
distributor or independent producer is not
obligated to account to such Licensor/Licensee.

(2) When the Licensor/Licensee does not provide or

guarantee any of the financing for the production
of a motion picture whose reuse is governed by
Article 64, the Licensor/Licensee’s Assumption
Agreement shall be binding upon the
Licensor/Licensee only as long as it has the
interactive rights.

(3) When there is more than one Licensor/Licensee or

Buyer18 of literary material and/or a motion
picture, the reuse of which is governed by Article
64, the liability of any such Licensor/Licensee or
Buyer, which neither provides nor guarantees any
of the financing for the production of such motion
picture whose reuse is governed by Article 64, for
reuse payments under this Article 64, shall be
applicable only to such portion of Applicable
Gross as is derived by the Licensor/Licensee or
Buyer, as the case may be.

c. Buyer’s Assumption Agreement

If the Company (or Licensor, if applicable) shall sell,

transfer or assign its interactive rights in any covered
motion picture and/or literary material, it shall obtain
from such buyer, transferee or assignee (each may be
referred to as “Buyer”) a separate agreement made
expressly for the benefit of the Guild as representative of
the writers involved, requiring such Buyer to comply
with the provisions of this Basic Agreement with respect
to additional compensation payable to writers under
Article 64 when and as the same become due, and

18
See Article 64.E.3.c. below for the definition of “Buyer” and provisions concerning the
“Buyer’s Assumption Agreement.”

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 applicable credits provisions, if any.19 Such agreement
shall be substantially in the following form:

“BUYER’S ASSUMPTION AGREEMENT

“For a valuable consideration, the undersigned

(insert name of Buyer)

(hereinafter referred to as ‘Buyer’) hereby agrees
with
(insert name of Company (or Licensor, if applicable))
that all motion pictures and/or literary material, the
interactive rights to which are covered by this
agreement, a list of which is appended hereto, are
subject to a Writers Guild of America Theatrical
and Television Basic Agreement (hereinafter
‘Basic Agreement’) and particularly to the
provisions of Article 64 of the 2004 WGA -
AMPTP MBA, pertaining to additional
compensation payable to writers when interactive
rights to such motion pictures and/or literary
material are licensed, and Buyer hereby agrees,
expressly for the benefit of the Writers Guild of
America, west, Inc., and the Writers Guild of
America, East, Inc., (hereinafter called ‘WGA’), as
representative of the writers whose services are
included in such motion pictures and/or literary
material, to assume and be bound by Company’s
(or Licensor’s, if applicable) obligation hereunder
to make the additional compensation payments
required thereby when interactive rights to such
motion pictures and/or literary material are
licensed. Buyer for and on behalf of the Company
(or Licensor, if applicable) shall make all social
security, withholding, unemployment insurance,
and disability insurance payments required by law
with respect to the additional compensation
referred to in the preceding sentence.

“It is expressly understood that the right of the

Buyer to license such interactive rights shall be
subject to and conditioned upon the prompt
payment of such additional compensation, in
accordance with Article 64 of the 2004 WGA –
AMPTP MBA. It is agreed that the WGA, in
addition to all other remedies, shall be entitled to
injunctive relief against Buyer in the event that
such payments are not made.

“Within a reasonable time after the expiration of

each calendar or fiscal quarter, but not exceeding

19
See Sideletter to Article 64 – Applicable credits provisions at pages 568-570.

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 sixty (60) days, Buyer will furnish or cause to be
furnished to the WGA a written report showing the
Applicable Gross (as defined in Article 64 of the
2004 WGA – AMPTP MBA) during the preceding
quarter from the Buyer’s licensing of interactive
rights with respect to which Buyer is required to
make payments hereunder. Each report shall be in
the format described in Article 64.E.1. of the 2004
WGA – AMPTP MBA. Such report shall be
accompanied by such payments as may be due.

“Buyer shall also make available for the WGA’s

inspection all licensor/licensee’s [strike whichever
is inapplicable] statements delivered to Buyer
insofar as they relate to Applicable Gross. The
WGA shall have the right at reasonable times to
examine the books and records of Buyer as to
Applicable Gross.

“If Buyer shall fail to make such payments as and

when due and payable, they shall bear interest at
the rate of one and one-half percent (1.5%) per
month on the unpaid balance thereof, commencing
to accrue on the earlier of (1) seven (7) days after
notice in writing to Buyer from WGA of such
delinquency, or (2) sixty (60) days after such
payment becomes due and payable.

“When there is more than one buyer, the

provisions of Article 64.E.3.c. of the 2004 WGA –
AMPTP MBA shall apply to each Buyer.

“
BUYER
“Date:

“By:

“Address: ”

The Company (or Licensor, if applicable) agrees to

deliver to the Guild an executed copy of the above
referred to Buyer’s Assumption Agreement within thirty
(30) days after the sale, assignment or transfer of the
interactive rights to a covered motion picture and/or
literary material, with the name and address of the
purchaser, assignee or transferee.

Any inadvertent failure on the part of the Buyer to

comply with any of the reporting provisions of Article
64.E.1. or Buyer’s Assumption Agreement shall in no
event constitute a default by the Company (or Licensor,
if applicable) or such Buyer or a breach of this

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 Agreement, provided that such failure is cured promptly
after notice in writing thereof from the Guild.

Upon delivery of such Buyer’s Assumption Agreement

and on condition that the Guild approves in writing the
financial responsibility of the purchaser, assignee, or
transferee, Company (or Licensor, if applicable) shall not
be further liable for the keeping of any such records, or
for the payment of such additional compensation for the
licensing of interactive rights, it being agreed that the
purchaser, assignee, or transferee shall solely be liable
therefor.

The Guild agrees that it will not unreasonably withhold

its approval of the financial responsibility of any such
purchaser, assignee or transferee, it being further agreed
that if the Guild, within twenty-one (21) days of receipt
of written notice of any such sale, assignment or transfer,
has not advised the Company (or Licensor, if applicable)
that it disapproves the financial responsibility of such
purchaser, assignee, or transferee, the Guild will be
deemed to have approved the financial responsibility
thereof. In the event the Guild advises the Company (or
Licensor, if applicable) within such twenty-one (21) day
period that it disapproves the financial responsibility of
any such purchaser, assignee, or transferee, and the
Company (or Licensor, if applicable) disputes such
disapproval, the Company (or Licensor, if applicable)
shall have the right, at its election, to cause to be
immediately submitted to arbitration, as herein provided,
the issue of whether the Guild has unreasonably withheld
the approval of the financial responsibility of such
purchaser, assignee, or transferee for payments due
hereunder.

4. Acquisition of Title by Company

If the Company (or Licensor, if applicable) was not the actual

producer of a motion picture described in Article 64.B.1. or 2.
which was produced by a signatory Company, or if the
Company (or Licensor, if applicable) was not the actual
producer of a motion picture based upon literary material
described in Article 64.C.3. which was produced by a signatory
Company, but acquired title thereto by purchase, assignment,
transfer, voluntary or involuntary, or by foreclosure of a chattel
mortgage or security agreement or a pledgee’s sale, Company
(or Licensor, if applicable) shall nevertheless be obligated to
make the payments herein provided when the interactive rights
to such picture are licensed, unless such payment required
hereunder has already been paid.

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5. Financing-Distribution Agreement by Company

The obligation of the signatory Company (or Licensor, if

applicable) hereunder with respect to the payments provided for
in this Article 64 shall also apply to any covered motion picture
produced by an independent producer under a contract between
the signatory Company (or Licensor, if applicable) and such
independent producer for the production of such motion picture,
and for the financing and distribution thereof by the signatory
Company (or Licensor, if applicable). However, such signatory
Company (or Licensor, if applicable) shall not be liable for any
Article 64 payments based on monies received by a foreign
distributor under a “foreign production deal” as defined in
Article 51.C.1.c. of this Agreement, with respect to which such
foreign distributor or such independent producer is not
obligated to account to such signatory Company (or Licensor, if
applicable). Nor shall such signatory Company (or Licensor, if
applicable) be obligated to obtain an assumption agreement
from any foreign distributor referred to in this Article 64.E.
except if such foreign distributor is obligated to account to such
signatory Company (or Licensor, if applicable) with respect to
Article 64 monies as therein provided.

6. Company’s Liability

It is expressly understood and agreed that the Company (or

Licensor, if applicable) shall in all events remain bound
hereunder to make the Article 64 payments due by reason of the
licensing of interactive rights, irrespective of the assumption of
such liability by any other person, firm or company as
hereinabove provided, except as otherwise expressly provided
in this Basic Agreement.

7. Failure to Deliver Assumption Agreement

The Company’s (or Licensor’s, if applicable) failure to obtain

and deliver an executed assumption agreement as provided in
this Paragraph E. shall be deemed a substantial breach of this
Basic Agreement.

8. Company’s Dissolution

If Company (or Licensor, if applicable) dissolves and is no

longer in the business of producing motion pictures, and if a
licensor/licensee assumes all of the obligations of the Company
(or Licensor, if applicable) under this Article 64, and the
financial responsibility of the licensor/licensee is approved by
the Guild in its discretion, the Company (or Licensor, if
applicable) shall thereupon be released of any obligation with
respect to any payments due hereunder; provided that if the
licensor/licensee which assumes all of the obligations of the
Company (or Licensor, if applicable) is a member Company of
the AMPTP, or if any such member Company is permanently

- 316 -
 liable to pay the interactive rights fees provided for in this
Article 64 with respect to the interactive rights for which the
Company (or Licensor, if applicable) is liable to make such
payment of Article 64 fees, then the financial responsibility of
such licensor/licensee shall be conclusively deemed approved
and such Company (or Licensor, if applicable) shall be released
of any obligation with respect to any such payments.

F. The reuse of covered motion pictures or literary material in interactive

programs shall be governed exclusively by Article 64. The provisions
of the MBA relating to payments based upon uses of literary material
are superseded by these provisions only with respect to the use of
literary material in interactive programs. Article 64 does not apply to
literary material the rights to which have reverted to the writer (for
example, under the 1968 WGA Television Freelance MBA with the
networks).

G. Recognition of Experimental Nature of Article; Cooperation

1. Acknowledgments

The Guild and the Companies acknowledge that it is difficult to

reach agreement on new or different terms and conditions in the
Basic Agreement covering markets or areas of exploitation
which are in the early stages of development. The market for
reuse of MBA-covered material in interactive programs is in its
infancy.

The Guild and the Companies have agreed to this Article 64

with the knowledge that distribution patterns for interactive
programs not fully known, anticipated or appreciated at the time
of the 1995 negotiations may well arise during the term of this
Agreement or later.

2. Cooperative Covenant

The parties shall cooperate in good faith to resolve issues

attributable to the factors acknowledged in subparagraph 1.
above, including the settlement of disputes concerning contract
interpretation. To assist in accomplishing the foregoing and to
facilitate successful negotiations in the future (including in the
CAC), the Guild and the Companies, through the AMPTP, will
cooperate by sharing information, upon request, about the
market for interactive programming, subject to appropriate
protection for proprietary information.

A committee shall be formed to discuss definitions for the terms

“news” and “promotional,” as used in the excerpt provisions of
Article 64.B.2.

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 H. Interactive Media Committee

The parties agree to establish a joint Interactive Media Committee,

composed of representatives from the Companies and the WGA, to
discuss issues related to the appropriateness and/or administration of
these provisions and any other issues related to interactive media that
any party wishes to discuss. The Committee shall meet at least once
every six (6) months at the call of either the Guild or one of the
Companies. The Committee may invite entities not signatory to a
WGA MBA to participate in its activities. The Committee may make
recommendations to the CAC regarding any suggested mid-term
amendments to these provisions.

ARTICLE 65 RESPONSIBILITY FOR RESIDUAL PAYMENTS

(GENERAL)

A. THEATRICAL MOTION PICTURES

With respect to all theatrical motion pictures which are based upon
literary material covered by this Basic Agreement, the principal
photography of which commences on or after November 1, 2004
(hereinafter referred to individually as “Such Picture”) and which are
released to free television, basic cable or in Supplemental Markets, the
following provisions shall be applicable:

1. Distributor’s Assumption Agreement -- Television and

Supplemental Markets

Prior to the commencement of principal photography of each

Such Picture, if the Company is not also the Distributor of such
motion picture on free television, basic cable or in
Supplemental Markets (as applicable), Company shall obtain
from the Distributor having one or more of these distribution
rights and deliver to the Guild a separate written agreement
herein called “Distributor’s Assumption Agreement,” made
expressly for the benefit of the Guild as representative of the
writers involved, by which such Distributor agrees to assume
and pay the amounts payable hereunder by reason of the
exhibition or release of Such Picture on free television, basic
cable or in Supplemental Markets (as applicable), when and as
the same become due.

In the event such Distributor is a signatory Company, it shall be

deemed automatically bound to such Distributor’s Assumption
Agreement and delivery and execution of said Assumption
Agreement shall not be necessary.

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 Such agreement shall be substantially in the following form:

“DISTRIBUTOR’S ASSUMPTION AGREEMENT20

“In consideration of the execution of a DISTRIBUTION

AGREEMENT between
(Company)
and the undersigned Distributor, Distributor agrees that
the motion picture presently entitled

(‘Such Picture’) is subject to the 2004 Writers Guild of

America Theatrical and Television Basic Agreement
covering theatrical motion pictures and particularly to the
provisions of Articles 15.A., 51 and 58 thereof (strike
those of the following clauses a., b. or c. which are not
applicable):

“a. Article 15.A. thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released to free television;

“b. Article 51 thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released in Supplemental Markets; and

“c. Article 58 thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released to basic cable.

“Distributor is distributing or licensing Such Picture for

distribution (select one)

in perpetuity (i.e., for the period of copyright and

any renewals thereof)

for a limited term of ____ years

in the following territories and media (indicate those that

are applicable):

“Territory:

Domestic (the U.S. and Canada, and their

respective possessions and territories)

20
The parties agree that all Assumption Agreements shall include the applicable credit
obligations of the WGA collective bargaining agreement, if any, governing the writer’s
employment and/or the acquisition of the literary material which is the subject matter of the
Assumption Agreement. The term “Assumption Agreements,” as used in this paragraph, means
those Assumption Agreements required by the Basic Agreement.

- 319 -
 Foreign (the world excluding the U.S. and
Canada and their respective possessions and
territories)

Other (please describe):

“Media:

All

Home Video

Pay Television

Free Television

Basic Cable

Other (please describe):

See description, attached hereto as Exhibit A and

incorporated herein by reference.

“Distributor hereby agrees, expressly for the benefit of

the Writers Guild of America, west, Inc. and its affiliate,
Writers Guild of America, East, Inc., herein called ‘the
WGA’ or ‘the Guild,’ as representative of the credited
writers of Such Picture, when Such Picture is telecast on
free television or released to basic cable or exhibited in
Supplemental Markets (as applicable), to make the
additional payments required thereby, if any, with respect
to the territories, media and term referred to above as
provided in the applicable Articles referred to
hereinabove (all such payments are collectively
hereinafter referred to as ‘Residuals’). Distributor, for
and on behalf of the Company, shall make all Social
Security, withholding, unemployment insurance and
disability insurance payments required by law with
respect to the additional compensation referred to in the
preceding sentence.

“It is expressly understood that the right of Distributor to

license Such Picture for exhibition on free television,
basic cable or in Supplemental Markets (as applicable),
or to exhibit or cause or permit Such Picture to be
exhibited on free television, basic cable or in
Supplemental Markets (as applicable), shall be subject to
and conditioned upon the prompt payment of Residuals
with respect to the territories, media and term referred to
above in accordance with said applicable Articles. It is
agreed that the Guild, in addition to all other remedies,
shall be entitled to injunctive relief against Distributor in
the event such payments are not made.

- 320 -
“To the extent that Company has executed a security
agreement and financing statement in the Guild’s favor in
Such Picture and related collateral as defined in the
WGA – Company Security Agreement (‘WGA Security
Interest’), Distributor agrees and acknowledges that
Distributor’s rights in Such Picture acquired pursuant to
the Distribution Agreement (to the extent those rights are
included in the collateral covered by the Security
Agreement) are subject and subordinate to the WGA
Security Interest.

“The Guild agrees that so long as Residuals with respect

to Such Picture for the territories, media and term
referred to above are timely paid in accordance with said
applicable Articles that the WGA will not exercise any
rights under the WGA Security Interest which would in
any way interfere with the rights of the Distributor to
distribute Such Picture and receive all revenues from
such distribution.

“The Guild further agrees that if it exercises its rights as a

secured party, it will dispose of collateral which
encompasses any of Distributor’s rights or interests in, or
physical items relating to, Such Picture, only to a
transferee which agrees in writing to be bound by the
Guild’s obligations under this Assumption Agreement.

“Prompt payment:

“a. Network exhibition

“If Such Picture is licensed for network exhibition,

payment with respect to the gross receipts from
such license shall be made as follows:

“(1) If, under the terms of the license, there is no

possibility that Such Picture can or may be
dropped out of the license, payment must be
made within thirty (30) days after receipt of
payment from the network with respect to
Such Picture.

“(2) If there is a possibility that Such Picture can

or may be dropped out of such license, then
payment with respect to Such Picture shall
be made within thirty (30) days after
exhibition of Such Picture on television
pursuant to such license, but not earlier than
thirty (30) days after receipt of payment
from the network with respect to Such
Picture.

- 321 -
 “Payment shall be accompanied with a written
report of the license fee payable for Such Picture
pursuant to the license and of the amount paid by
the network for Such Picture.

“b. Other

“With respect to exhibition or release of Such

Picture on free television, other than pursuant to a
license for network exhibition, or on basic cable,
or in Supplemental Markets (as applicable), within
a reasonable time after the expiration of each
calendar or fiscal quarter, but not exceeding sixty
(60) days, Distributor will furnish or cause to be
furnished to the Guild a written report showing the
‘accountable receipts’ during the preceding quarter
from the distribution of Such Picture by
Distributor on free television, basic cable or in
Supplemental Markets (as applicable), with respect
to which Distributor is required to make payments
hereunder, (whether distributed by the Distributor
or through another distributor). Such report shall
be accompanied by such payments as may be due.

“Distributor shall also make available for

inspection by the WGA all Distributor’s statements
delivered to Company insofar as they relate to such
‘accountable receipts.’ The Guild shall have the
right at reasonable times and on reasonable notice
to examine the books and records of Distributor as
to such ‘accountable receipts’ pertaining to such
distribution on free television, basic cable or in
Supplemental Markets (as applicable) of Such
Picture. If Distributor shall fail to make such
payments required under Articles 15.A., 51 and 58
(as applicable) as and when due and payable, they
shall bear interest at the rate of one and one-half
percent (1½%) per month on the unpaid balance
thereof commencing to accrue on the earlier of:
(1) seven (7) days after notice in writing from
WGA of such delinquency, or (2) sixty (60) days
after such payment becomes due and payable.

“In the event of any sale, assignment or transfer of

Distributor’s distribution or exhibition rights in
Such Picture, Distributor shall remain liable for the
Residuals unless Distributor obtains an executed
Distributor’s Assumption Agreement from such
purchaser, assignee or transferee and the Guild
approves in writing the financial responsibility of
the party obtaining such rights. The Guild agrees
that it will not unreasonably withhold its approval
of the financial responsibility of any such

- 322 -
purchaser, assignee or transferee. In the event the
Guild is notified that such purchaser, assignee or
transferee is a Qualified Distributor, then the
financial responsibility of such purchaser, assignee
or transferee shall be deemed automatically
approved on the date the Guild receives written
notice of the assumption of obligations hereunder
by the Qualified Distributor. Nothing herein shall
release Company of its obligations under the Basic
Agreement or any other agreement between
Company and the Guild.

“If the Guild does not approve in writing the

financial responsibility of the party obtaining such
rights, this DISTRIBUTOR’S ASSUMPTION
AGREEMENT shall remain effective and binding
upon Distributor, and Distributor shall be obligated
to pay Residuals which accrue during the term for
those territories and media for which it was
granted distribution rights and all extensions and
renewals. Such obligations shall be subject to
Article 65.A.3. of this Basic Agreement. The
Distributor shall have the right, at its election, to
cause to be immediately submitted to arbitration,
pursuant to the provisions of Articles 10 and 11 of
this Basic Agreement, the issue of whether the
Guild has unreasonably withheld the approval of
the financial responsibility of such purchaser,
assignee or transferee for payments due hereunder.

“Distributor and the Guild hereby agree that all

disputes based upon, arising out of or relating to
this Assumption Agreement, other than the Guild’s
entitlement to injunctive or other equitable relief,
shall be submitted to final and binding arbitration
in accordance with the arbitration provisions
contained in this Basic Agreement.
Notwithstanding the foregoing, Distributor agrees
and acknowledges that the Guild is not precluded
by this or any other provision of this Assumption
Agreement from obtaining from a court injunctive
relief or any other legal remedy at any time prior to
arbitration or issuance of an arbitration award. The
right to obtain injunctive relief from a court shall
be applicable whether an arbitration proceeding
has or has not been initiated, and further, without
limitation, shall be applicable in conjunction with a
proceeding to confirm and enforce an arbitration
award against Distributor.

“THIS DISTRIBUTOR’S ASSUMPTION

AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH

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THE LAWS OF THE STATE OF CALIFORNIA
AND THE UNITED STATES, AS THE SAME
WOULD BE APPLIED BY A FEDERAL COURT
IN CALIFORNIA WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. The
Guild and Distributor agree that any arbitration or
legal action or proceeding brought to interpret or
enforce the provisions of this Distributor’s
Assumption Agreement (including an action to
compel arbitration or a petition to vacate an
arbitration award) shall be held or brought in Los
Angeles County, California, and Distributor
irrevocably submits to the jurisdiction of the
federal and state courts therein. Notwithstanding
the foregoing, the Guild, at its option, may bring a
legal action or proceeding outside California under
the following circumstances: (1) if Distributor has
no principal place of business in California; or (2)
whether or not Distributor has a principal place of
business in California, to enforce or execute upon
an arbitration award or court order or judgment, in
any jurisdiction in which Distributor’s assets are
located (and Distributor irrevocably submits to the
jurisdiction of the courts of such places for
purposes of such execution or enforcement).
Distributor consents to service of process by
personal delivery or by certified or registered mail,
return receipt requested, to Distributor’s general
counsel or to Distributor’s representative identified
below or by first class mail to Distributor when
Distributor has not designated a representative or a
general counsel, or by any other method permitted
by law.

“Date:
(“Distributor”)

“Address:

“By:

Please print name

“Title:

“Distributor’s Representative or General Counsel:

”

An inadvertent failure on the part of any such

Distributor to comply with any of the reporting
provisions of this Section A.1. shall in no event
constitute a default by the Company or such

- 324 -
Distributor or a breach of this Agreement,
provided that such failure is cured promptly after
notice in writing thereof from the Guild.

In the event of the expiration or termination of any

distribution agreement, the obligation of Company
to obtain and deliver to the Guild such
Distributor’s Assumption Agreement shall
apply as well to any subsequent distribution
agreement entered into by Company, and
Company shall obtain and deliver an executed
Distributor’s Assumption Agreement within ten
(10) days after the execution of each such
subsequent distribution agreement.

With respect to any Such Picture produced

hereunder, the Guild may require such financial
assurances from Company as it deems advisable to
insure performance of Company’s obligations to
pay the Residuals, including without limitation,
the execution of security agreements, guarantees or
other protective agreements, subject, however, to
the following:

Should the Guild require financial

assurances from the Company in the form of
a security agreement for a security interest
in Such Picture, and a security interest in
Such Picture is being furnished or will be
furnished to the Screen Actors Guild or the
Directors Guild of America, then such
security interest granted to the WGA shall
attach at the same time and in the same
form, but consistent with the provisions of
Article 47, as the security interest furnished
to the Screen Actors Guild or the Directors
Guild of America.

Should the Guild require financial

assurances from the Company in the form of
a security agreement for a security interest
in Such Picture, and no security interest in
Such Picture is being furnished or will be
furnished to either the Screen Actors Guild
or the Directors Guild of America, then the
Guild may require the Company to provide
such security interest in Such Picture prior
to the commencement of principal
photography of Such Picture.

If the Guild shall require financial

assurances from the Company in the form of
a security agreement for a security interest

- 325 -
in Such Picture, so long as the Residuals are
timely paid with respect to all territories,
media and term acquired by the Distributor
in accordance with Article 15.A., Article 51
and/or Article 58 of the Basic Agreement, as
applicable, the Guild shall not exercise any
rights under such security agreement which
would in any way interfere with the rights of
the Distributor to distribute Such Picture and
receive all revenues from such distribution,
provided that such Distributor has executed
and delivered a Distributor’s Assumption
Agreement to the Guild and is in compliance
with the terms thereof.

If any “Qualified Distributor” assumes in

perpetuity under the Distributor’s
Assumption Agreement the obligation to
pay the Residuals for all territories and
media with respect to Such Picture or
guarantees in a written form satisfactory to
the Guild (which shall include the Standard
Letter of Guaranty) (see pp. 575-576) all of
such obligations thereunder, the Guild will
release and cause to be discharged of record
all such security interests, liens, charges or
encumbrances entered into by or obtained
from such Company and will not require
further financial assurances from such
Company; provided, however, the
Company’s primary liability as a Company
shall not be released thereby.

If any “Qualified Distributor” acquires

rights to distribute Such Picture in spcific
territories and media (but not all territories
and media) in perpetuity, and thereby has
assumed responsibility for the payment of
Residuals for such territories and media so
acquired pursuant to the Distributor’s
Assumption Agreement or guarantees in a
written form satisfactory to the Guild (which
shall include the Standard Letter of
Guaranty) (see pp. 575-576) all of such
obligations thereunder, then if the Company
has granted or thereafter grants a security
interest in favor of the Guild in Such Picture
and related collateral as defined in the WGA
Security Agreement, the Guild: (i) agrees to
modify the definition of the collateral in the
WGA Security Agreement to exclude those
territories and media acquired by such
Qualified Distributor; and (ii) acknowledges

- 326 -
 Distributor’s continuing rights of full,
unlimited but non-exclusive access to and
use of any and all physical items and
elements relating to the Picture.

If any “Qualified Distributor” acquires

rights to distribute Such Picture in specific
territories and media for a limited period of
time, and thereby has assumed responsibility
for the payment of Residuals for such term
and in such territories and media pursuant to
the Distributor’s Assumption Agreement or
guarantees in a written form satisfactory to
the Guild (which shall include the Standard
Letter of Guaranty) (see pp. 575-576) all of
such obligations thereunder, then any
security agreement or security interest
obtained by the Guild from the Company in
connection with Such Picture shall remain in
effect, but the Guild: (i) agrees to modify
the definition of the collateral in the WGA
Security Agreement to exclude those
territories and media for the term of the
rights acquired by Distributor, including
renewals and extensions; and (ii)
acknowledges Distributor’s continuing
rights of full, unlimited but non-exclusive
access to and use of any and all physical
items and elements relating to the Picture.

In addition to those distributors who have been

deemed “Qualified” by the Guild due to their past
bargaining relationship and/or Residuals payment
history, the term “Qualified Distributor” shall
mean a Distributor who satisfies the requirements
set forth in subparagraphs (1) and (2) below:

(1) Distributor has the financial history,

liquidity, net earnings before interest, taxes
and amortization, assets, and net worth to
establish its present and future ability to pay
Residuals arising from the exploitation of
the Guild Pictures being distributed.

(2) The Distributor has been in business for five

(5) or more years and has a history of
prompt and proper payment of Residuals
pursuant to WGA contracts in five (5)
consecutive years immediately prior to
seeking Qualified Distributor status.

A Qualified Distributor must agree to assume

Residuals obligations, or guarantee the payment of

- 327 -
Residuals in accordance with the Qualified
Distributor/Buyer Letter of Agreement (see pp.
572-574) for each Such Picture produced under
this Basic Agreement for the territories, media and
term for which it has distribution rights and must
execute the Qualified Distributor’s Agreement.

In the event of a dispute as to qualifications of an

applicant for Qualified Distributor status,
Company shall provide such financial assurances
as the Guild may deem appropriate, which may
include, but are not limited to, a security interest in
Such Picture and related collateral, in which case
Distributor shall acknowledge same. Said security
interest shall remain effective unless and until it is
established by agreement or in an arbitration,
pursuant to the arbitration provisions contained in
the Basic Agreement, that the applicant Distributor
meets the aforementioned requirements for
qualification. Such applicant shall have the burden
of proof that it satisfies the aforementioned
requirements for qualification in any arbitration
and shall, upon the Guild’s request, furnish to the
Guild all relevant financial or corporate
information relating thereto as the Guild may
reasonably require.

Any information submitted to the Guild in order to

determine whether a distributor is entitled to status
as a Qualified Distributor shall, at the Distributor’s
discretion, be subject to reasonable confidentiality
arrangements.

In the event that a Qualified Distributor, after

notice and a reasonable opportunity to cure,
generally fails to report and/or pay Residuals when
they are due or generally fails to pay obligations to
creditors when they become due or in the event a
petition is filed under the Bankruptcy Code by or
against a Qualified Distributor, the Guild shall
have the right to terminate the Distributor’s
Qualified Distributor status. The Distributor shall
have the right to invoke the arbitration procedures
described above to challenge such termination.
Pending the resolution of such challenge, the
Qualified Distributor’s status shall be considered
terminated. The Guild agrees that it will not
terminate a Qualified Distributor’s status when
there is a bona fide dispute as to whether Residuals
are due, or a bona fide dispute as to the amount of
Residuals due to the Guild, if the Distributor has
otherwise timely reported and paid Residuals. In
addition to the above, if a Guild audit conducted

- 328 -
 pursuant to the Basic Agreement or other financial
information discloses that the Qualified Distributor
no longer meets the aforementioned standards for
qualification, the Guild may initiate an arbitration
pursuant to the Basic Agreement to terminate the
Qualified Distributor’s status.

2. Buyer’s Assumption Agreement - Television and

Supplemental Markets

If the Company shall sell, transfer or assign its rights to exhibit

on free television, basic cable or to distribute in Supplemental
Markets any Such Picture, it shall obtain from buyer, transferee
or assignee a separate agreement, made expressly for the benefit
of the Guild, as representative of the writers involved, requiring
such buyer, transferee or assignee to comply with the provisions
of this Agreement with respect to additional payments to
credited writers by reason of the exhibition of Such Picture on
free television or the release of Such Picture to basic cable or
the distribution of Such Picture in Supplemental Markets (as
applicable), when and as the same become due. Such
agreement shall be in substantially the following form:

“BUYER’S ASSUMPTION AGREEMENT21

“For valuable consideration, the undersigned

(INSERT NAME OF BUYER, TRANSFEREE OR ASSIGNEE)

(hereinafter referred to as ‘Buyer’) hereby agrees with

(INSERT NAME OF COMPANY)

that each motion picture covered by this agreement
(‘Such Picture’) (identified in the attached Exhibit ‘A’) is
subject to the 2004 Writers Guild of America Theatrical
and Television Basic Agreement and particularly to the
provisions of Articles 15.A., 51 and 58 thereof (strike
those of the following clauses a., b. or c. which are not
applicable):

“a. Article 15.A. thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released to free television;

“b. Article 51 thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released in Supplemental Markets; and

“c. Article 58 thereof, pertaining to additional

payments to writers when theatrical motion
pictures are released to basic cable.

21
See footnote 20 at page 319 accompanying Article 65.A.1.

- 329 -
“Buyer is purchasing rights in the following territories
and media (indicate those that are applicable):

“Territory:

Domestic (the U.S. and Canada, and their

respective possessions and territories)

Foreign (the world excluding the U.S. and

Canada and their respective possessions
and territories)

Other (please describe):

Media:

All

Home Video

Pay Television

Free Television

Basic Cable

Other (please describe):

See description, attached hereto as Exhibit

‘A’ and incorporated herein by reference.

“Buyer hereby agrees, expressly for the benefit of the

Writers Guild of America, west, Inc., and its affiliate,
Writers Guild of America, East, Inc., hereinafter called
‘the WGA’ or ‘the Guild,’ as representative of the
credited writers of Such Picture, when telecast or when
released to basic cable or when exhibited in
Supplemental Markets (as applicable), to assume and be
bound by Company’s obligation thereunder to make the
additional payments required thereby, if any, with respect
to the territories and media referred to above and the
pension and health contributions required thereby, if any,
as provided in the applicable Article(s) referred to
hereinabove (all such payments are collectively
hereinafter referred to as <Residuals’). Buyer, for and on
behalf of the Company, shall make all Social Security,
withholding, unemployment insurance and disability
insurance payments required by law with respect to the
additional compensation referred to in the
preceding sentence.

“It is expressly understood that the right of Buyer to

license Such Picture for exhibition on free television,

- 330 -
basic cable or in Supplemental Markets (as applicable),
or to exhibit or cause or permit Such Picture to be
exhibited on free television, basic cable or in
Supplemental Markets (as applicable), shall be subject to
and conditioned upon the prompt payment of Residuals
with respect to the territories and media referred to above
in accordance with said applicable Article(s). It is agreed
that the Guild, in addition to all other remedies, shall be
entitled to injunctive relief against Buyer in the event
such payments are not made.

“To the extent that Company has executed a security

agreement and financing statement in the Guild’s favor in
Such Picture and related collateral as defined in the
WGA–Company Security Agreement (‘WGA Security
Interest’), Buyer agrees and acknowledges that Buyer’s
rights to Such Picture acquired pursuant to the Purchase
Agreement (to the extent those rights are included in the
collateral covered by the Security Agreement) are subject
and subordinate to the WGA Security Interest. Buyer
further agrees to execute a security agreement, mortgage
of copyright, UCC-1, and other UCC documentation and
any other document required under the Basic Agreement
or necessary or desirable in the Guild’s discretion to
continue the WGA Security Interest. The Guild agrees
that, so long as Residuals with respect to Such Picture for
all the territories and media referred to above are timely
paid in accordance with said applicable Article(s), the
Guild will not exercise any rights under the WGA
Security Interest which would in any way interfere with
the rights of the Buyer to distribute the Picture and
receive all revenues from such distribution.

“The Guild further agrees that if it exercises its rights as a

secured party, it will dispose of collateral which
encompasses any of Buyer’s rights or interests in, or
physical items relating to, Such Picture, only to a
transferee which agrees in writing to be bound by the
Guild’s obligations under this Assumption Agreement.

“Prompt payment:

“a. Network exhibition

“If Such Picture is licensed for network exhibition,

payment with respect to the gross receipts from
such license shall be made as follows:

“(1) If, under the terms of the license, there is no

possibility that Such Picture can or may be
dropped out of the license, payment must be
made within thirty (30) days after receipt of

- 331 -
 payment from the network with respect to
Such Picture.

“(2) If there is a possibility that Such Picture can

or may be dropped out of such license, then
payment with respect to Such Picture shall
be made within thirty (30) days after
exhibition of Such Picture on television
pursuant to such license, but not earlier than
thirty (30) days after receipt of payment
from the network with respect to Such
Picture.

“Payment shall be accompanied with a written

report of the license fee payable for Such Picture
pursuant to the license and of the amount paid by
the network for Such Picture.

“b. Other

“With respect to exhibition of Such Picture on free

television, other than pursuant to a license for
network exhibition, or with respect to release to
basic cable or distribution in Supplemental
Markets, within a reasonable time after the
expiration of each calendar quarter, but not
exceeding sixty (60) days, Buyer will furnish or
cause to be furnished to the Guild a written report
showing the ‘accountable receipts’ during the
preceding quarter from the distribution of Such
Picture by Buyer on free television, basic cable or
in Supplemental Markets (as applicable) with
respect to which Buyer is required to make
payments hereunder (whether distributed by Buyer
or through another distributor licensed by Buyer).
Such report shall be accompanied by such
payments as may be due.

“Buyer shall also make available for inspection by

the Guild all distributor’s statements delivered to
Buyer insofar as they relate to such ‘accountable
receipts.’ The Guild shall have the right at
reasonable times to examine the books and records
of Buyer as to such ‘accountable receipts’
pertaining to such distribution on free television,
basic cable or in Supplemental Markets (as
applicable) of Such Picture. If Buyer shall fail to
make such payments required under Articles 15.A.,
51 and 58 (as applicable) as and when due and
payable, they shall bear interest at the rate of one
and one-half percent (1½%) per month on the
unpaid balance thereof commencing to accrue on
the earlier of: (1) seven (7) days after notice in

- 332 -
writing from the WGA of such delinquency, or (2)
sixty (60) days after such payment becomes due
and payable.

“In the event of any sale, assignment or transfer of

Buyer’s distribution or exhibition rights in Such
Picture, Buyer shall remain liable for the
Residuals, with respect to the territories, media and
term referred to above, unless Buyer obtains an
executed Buyer’s Assumption Agreement and
other documents required by the Guild from such
purchaser, assignee or transferee and the Guild
approves in writing the financial responsibility of
the party obtaining such rights. The Guild agrees
that it will not unreasonably withhold its approval
of the financial responsibility of any such
purchaser, assignee or transferee. Nothing herein
shall release the Company of its obligations under
any other agreement between Company and the
Guild relating to Such Picture, unless the Company
has been relieved of liability as elsewhere provided
in this Article 65.

“If the Guild does not approve in writing the

financial responsibility of the party obtaining such
rights, this Buyer’s Assumption Agreement shall
remain effective and binding upon Buyer.

“Buyer and the Guild hereby agree that all disputes

based upon, arising out of or relating to this
Assumption Agreement, other than the Guild’s
entitlement to injunctive or other equitable relief,
shall be submitted to final and binding arbitration
in accordance with the arbitration provisions
contained in the Basic Agreement.
Notwithstanding the foregoing, Buyer agrees and
acknowledges that the Guild is not precluded by
this or any other provision of this Assumption
Agreement from obtaining from a court injunctive
relief or any other legal remedy at any time prior to
arbitration or issuance of an arbitration award. The
right to obtain injunctive relief from a court shall
be applicable whether an arbitration proceeding
has or has not been initiated, and further, without
limitation, shall be applicable in conjunction with a
proceeding to confirm and enforce an arbitration
award against Buyer.

“THIS BUYER’S ASSUMPTION AGREEMENT

SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA AND
THE UNITED STATES, AS THE SAME

- 333 -
WOULD BE APPLIED BY A FEDERAL COURT
IN CALIFORNIA WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. The
Guild and Buyer agree that any arbitration or legal
action or proceeding brought to interpret or
enforce the provisions of this Buyer’s Assumption
Agreement (including an action to compel
arbitration or a petition to vacate an arbitration
award) shall be held or brought in Los Angeles
County, California, and Buyer irrevocably submits
to the jurisdiction of the federal and state courts
therein. Notwithstanding the foregoing, the Guild,
at its option, may bring a legal action or
proceeding outside California under the following
circumstances: (1) if Buyer has no principal place
of business in California; or (2) whether or not
Buyer has a principal place of business in
California, to enforce or execute upon an
arbitration award or court order or judgment, in
any jurisdiction in which Buyer’s assets are located
(and Buyer irrevocably submits to the jurisdiction
of the courts of such places for purposes of such
execution or enforcement).

“Buyer consents to service of process by personal

delivery or by certified or registered mail, return
receipt requested, to Buyer’s general counsel or to
Buyer’s representative identified below or by first
class mail to Buyer when Buyer has not designated
a representative or a general counsel, or by any
other method permitted by law.

“DATE:

“BUYER:

“ADDRESS:

“BY:

“BUYER’S REPRESENTATIVE OR GENERAL

COUNSEL:
”

The Company agrees to deliver to the Guild an

executed copy of the above referred to Buyer’s
Assumption Agreement within thirty (30) days
after the sale, assignment or transfer of such
motion picture, with the name and address of the
purchaser or assignee.

Any inadvertent failure on the part of the Buyer to

comply with any of the reporting provisions of this

- 334 -
Section A.2. shall in no event constitute a default
by the Company or such Buyer or a breach of this
Agreement, provided that such failure is cured
promptly after notice in writing thereof from the
Guild.

Upon delivery of such Buyer’s Assumption

Agreement and other documents from Buyer
required under this Assumption Agreement and on
condition that the Guild approves in writing the
financial responsibility of the purchaser, assignee
or transferee, Company shall not be further liable
for the keeping of any such records, or for the
payment of Residuals in accordance with said
applicable Articles, it being agreed that the
purchaser, assignee or transferee shall solely be
liable therefor.

The Guild agrees that it will not unreasonably

withhold its approval of the financial responsibility
of any such purchaser, assignee or transferee, it
being further agreed that if the Guild, within
twenty-one (21) days of receipt of written notice
of any such sale, assignment or transfer, has not
advised the Company that it disapproves the
financial responsibility of such purchaser, assignee
or transferee, the Guild will be deemed to
have approved the financial responsibility thereof.
If any such purchaser, assignee or transferee is a
Qualified Buyer, then the financial responsibility
of such purchaser, assignee or transferee shall be
deemed automatically approved. In the event the
Guild advises the Company within such twenty-
one (21) day period that it disapproves the
financial responsibility of any such purchaser,
assignee or transferee and Company disputes such
disapproval, the Company shall have the right, at
its election, to cause to be immediately submitted
to arbitration, pursuant to the provisions of Articles
10 and 11 of the Basic Agreement, the issue of
whether the Guild has unreasonably withheld the
approval of the financial responsibility of such
purchaser, assignee or transferee for payments due
hereunder.

To the extent that Company has granted a security

interest in favor of the Guild in Such Picture and
related collateral as defined in any WGA Security
Agreement, Buyer’s rights in Such Picture
acquired pursuant to the Purchase Agreement shall
be subject to the following:

- 335 -
So long as the Buyer timely pays Residuals
for Such Picture with respect to all
territories and media in which Buyer has
distribution rights in accordance with Article
15.A., Article 51 and/or Article 58 of the
Basic Agreement, as applicable, the Guild
shall not exercise any rights under such
security agreement which would in any
way interfere with the rights of the Buyer to
distribute Such Picture and receive all
revenues from such distribution, provided
that such Buyer has executed and delivered
a Buyer’s Assumption Agreement to the
Guild and is in compliance with the terms
thereof.

If any “Qualified Buyer” assumes in

perpetuity under the Buyer’s Assumption
Agreement the obligation to pay the
Residuals for all territories and media with
respect to Such Picture or guarantees in a
written form satisfactory to the Guild (which
shall include the Standard Letter of
Guaranty) (see pp. 575-576) all of such
obligations thereunder, the Guild will
release and cause to be discharged of record
all such security interests, liens, charges or
encumbrances entered into or obtained from
such Company and will not require further
financial assurances from such Company.

If any “Qualified Buyer” acquires rights to

distribute Such Picture in specific territories
and media (but not all territories and media)
in perpetuity, and thereby has assumed
responsibility for the payment of Residuals
for such territories and media so acquired
pursuant to the Buyer’s Assumption
Agreement or guarantees in a written form
satisfactory to the Guild (which shall include
the Standard Letter of Guaranty) (see pp.
575-576) all of such obligations thereunder,
then if the Company has granted a security
interest in favor of the Guild in Such Picture
and related collateral as defined in the WGA
Security Agreement, the Guild: (i) agrees to
modify the definition of the collateral in the
WGA Security Agreement to exclude those
territories and media acquired by such
Qualified Buyer; and (ii) acknowledges
Buyer’s continuing rights of full, unlimited
but non-exclusive access to and use of any

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 and all physical items and elements relating
to the Picture.

In addition to those buyers who have been deemed

“Qualified” by the Guild due to their past
bargaining relationship and/or Residuals payment
history, the term “Qualified Buyer” shall mean a
Buyer who satisfies the requirements set forth in
subparagraphs (1) and (2) below:

(1) Buyer has the financial history, liquidity, net

earnings before interest, taxes and
amortization, assets, and net worth to
establish its present and future ability to pay
all Residuals arising from the exploitation of
the Guild Pictures being distributed.

(2) The Buyer has been in business for five (5)

or more years and has a history of prompt
and proper payment of Residuals pursuant to
the Guild contracts in five (5) consecutive
years immediately prior to seeking Qualified
Buyer status.

A Qualified Buyer must agree to assume Residuals

obligations, or guarantee the payment of Residuals
in accordance with the Qualified Distributor/Buyer
Letter of Agreement for each picture produced
under this Basic Agreement for the territories and
media for which it has distribution rights and must
execute the Qualified Buyer’s Agreement.

In the event of a dispute as to qualifications of an

applicant for Qualified Buyer status, Company
shall provide such financial assurances as the
Guild may deem appropriate, which may include,
but are not limited to, a security interest in Such
Picture and related collateral, in which case Buyer
shall acknowledge same. Said security interest
shall remain effective unless and until it is
established by agreement or in an arbitration,
pursuant to the arbitration provisions contained in
the Basic Agreement, that the applicant Buyer
meets the aforementioned requirements for
qualification. Such applicant shall have the burden
of proof that it satisfies the aforementioned
requirements for qualification in any arbitration
and shall, upon the Guild’s request, furnish to the
Guild all relevant financial or corporate
information relating thereto as the Guild may
reasonably require.

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 Any information submitted to the Guild in order to
determine whether a Buyer is entitled to status as a
Qualified Buyer shall, at the Buyer’s discretion, be
subject to reasonable confidentiality arrangements.

In the event a Qualified Buyer, after notice and a

reasonable opportunity to cure, generally fails to
report and/or pay Residuals when they are due or
generally fails to pay obligations to creditors when
they become due or in the event a petition is filed
under the Bankruptcy Code by or against a
Qualified Buyer, the Guild shall have the right to
terminate the buyer’s Qualified Buyer status. The
Buyer shall have the right to invoke the arbitration
procedures described above to challenge such
termination. Pending the resolution of such
challenge, the Qualified Buyer’s status shall be
considered terminated. The Guild agrees that it
will not terminate a Qualified Buyer’s status when
there is a bona fide dispute over whether Residuals
are due to the Guild, or a bona fide dispute as to
the amount of Residuals due to the Guild, if the
Distributor has otherwise timely reported and paid
Residuals. In addition to the above, if a Guild
audit conducted pursuant to this Basic Agreement
or other financial information discloses that the
Qualified Buyer no longer meets the
aforementioned standards for qualification, the
Guild may initiate an arbitration pursuant to the
Basic Agreement to terminate the Qualified
Buyer’s status.

3. Distributor’s Liability

With respect to any Such Picture, the following provisions shall

be applicable to the distributor of Such Picture for telecasting
on free television, for release to basic cable or for distribution in
Supplemental Markets (as applicable):

When the distributor has provided or guaranteed any of the

financing for the production of Such Picture, the distributor
shall be obligated to pay all Residuals which accrue under
Article 15.A., Article 51 and/or Article 58 of the Basic
Agreement (as applicable) during the term and in the territories
and media for which it was granted distribution rights,
including renewals and extensions, notwithstanding the
termination of such distribution agreement or any foreclosure of
a chattel mortgage, security agreement, pledge or lien on Such
Picture. In the case of foreclosure, should such mortgagee,
pledgee or security holder or a third party, who is neither the
Company nor distributor, acquire title to Such Picture and
execute the Buyer’s Assumption Agreement and other
documents customarily required by the Guild and, upon

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 condition that the Guild, in its discretion, approves in writing
such purchaser’s financial responsibility, then, when the
distributor ceases to be the distributor of Such Picture for
telecasting on free television or for release to basic cable or for
distribution in Supplemental Markets (as applicable), the
Distributor shall thereupon be released from any and all further
obligations under said Article 15.A., Article 51 and/or Article
58, as the case may be, with respect to Such Picture. Should
any third party (other than in connection with any such
foreclosure) acquire the rights of such distributor to the
distribution of Such Picture on free television, basic cable or in
Supplemental Markets (as applicable) and execute a
Distributor’s Assumption Agreement pursuant to which it is
liable in perpetuity to make the payments under said Article
15.A., Article 51 and/or Article 58, as the case may be, then,
upon condition that the Guild, in its discretion, approves such
third party’s financial responsibility, such Distributor shall
thereupon be released from any and all further obligations
under said Article 15.A., Article 51 and/or Article 58, as the
case may be, with respect to Such Picture. In any event, such
distributor shall not be liable for the payment of any television
fees, basic cable residuals or Supplemental Markets use
payments based on monies received by a foreign distributor
under a “foreign production deal,” as defined in Article
15.A.3.a. and Article 51.C.1.c., with respect to which such
foreign distributor or independent producer is not obligated to
account to such distributor.

B. TELEVISION MOTION PICTURES

With respect to all television motion pictures based upon literary

material covered by this Basic Agreement, the principal photography
of which commences on or after November 1, 2004, (referred to
individually as “Such Picture”), which are rerun on free television or
which are released to basic cable, in Supplemental Markets, for
foreign telecasting or for theatrical exhibition, the following
provisions shall be applicable:

1. Television Distributor’s Assumption Agreement –

Television Reruns, Basic Cable Exhibition, Foreign
Telecasting, Theatrical Exhibition and Supplemental
Markets Use

Prior to the commencement of principal photography of each

Such Picture, if the Company is not also the Distributor of Such
Picture for free television, basic cable, foreign telecasting,
theatrical exhibition or in Supplemental Markets (as
applicable), Company shall obtain from the Distributor having
such distribution rights and deliver to the Guild a separate
written agreement herein called “Television Distributor’s
Assumption Agreement,” made expressly for the benefit of the
Guild as representative of the writers involved, by which such
Distributor agrees to assume and pay the amounts payable

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hereunder by reason of the exhibition of Such Picture on free
television, basic cable, foreign television, theatrically or in
Supplemental Markets (as applicable), including applicable
pension and health contributions (all such payments are
collectively referred to as “Residuals”), when and as the same
become due.

In the event such Distributor is a signatory Company, it shall be

deemed automatically bound to such Distributor’s Assumption
Agreement and delivery and execution of the Assumption
Agreement shall not be necessary.

Such agreement shall be substantially in the following form:

“TELEVISION DISTRIBUTOR’S ASSUMPTION

AGREEMENT

“In consideration of the execution of a DISTRIBUTION

AGREEMENT between
(‘Company’) and the undersigned Distributor, Distributor
agrees that the motion picture presently entitled

(‘Such Picture’) is subject to the 2004 Writers Guild of America

Theatrical and Television Basic Agreement covering television
motion pictures and particularly to the provisions of Article
15.B., Article 51, Article 58, Appendix B or Appendix C (strike
those of the following clauses a., b., c., d., e., f. or g. which are
not applicable):

“a. Article 15.B.1. thereof, pertaining to additional

compensation payable to credited writers when television
motion pictures are rerun on free television in the United
States and Canada and Article 17 thereof, pertaining to
applicable pension and health contributions, if any are
required;

“b. Article 15.B.2. thereof, pertaining to additional

compensation payable to credited writers when television
motion pictures are telecast outside the United States and
Canada and Article 17 thereof, pertaining to applicable
pension and health contributions, if any are required;

“c. Article 15.B.13. thereof, pertaining to additional

compensation payable to credited writers when television
motion pictures are exhibited theatrically and Article 17
thereof, pertaining to applicable pension and health
contributions, if any are required;

“d. Article 51 thereof, pertaining to additional payments to

credited writers when television motion pictures are
released in Supplemental Markets;

- 340 -
 “e. Article 58 thereof, pertaining to additional compensation
payable to credited writers when television motion
pictures are released to basic cable and Article 17 thereof,
pertaining to applicable pension and health contributions,
if any are required;

“f. Appendix B thereof, pertaining to additional

compensation payable to credited writers of motion
pictures produced principally for the pay television
and/or videodisc/videocassette market as provided in
Sections C.3. and D.3. thereof, and Article 17 thereof,
pertaining to applicable pension and health contributions,
if any are required; and

“g. Appendix C thereof, pertaining to additional

compensation payable to credited writers of motion
pictures made for basic cable pursuant to Paragraph 2.b.
thereof, and Article 17 thereof, pertaining to applicable
pension and health contributions, if any are required.

“Distributor is distributing or licensing Such Picture for distribution

(select one)

in perpetuity (i.e., for the period of copyright and any

renewals thereof)

for a limited term of ____ years

in the following territories and media (indicate those that are

applicable):

Territory:

Domestic (the U.S. and Canada, and their respective

possessions and territories)

Foreign (the world excluding the U.S. and Canada and

their respective possessions and territories)

Other (please describe):

Media:

All

Theatrical

Home Video

Pay Television

Free Television (Domestic)

- 341 -
 Foreign Free Television

Basic Cable

Other (please describe):

See description, attached hereto as Exhibit ‘A’ and

incorporated herein by reference.

“Distributor hereby agrees, expressly for the benefit of the

Writers Guild of America, west, Inc., and its affiliate, Writers
Guild of America, East, Inc., herein called ‘the Guild’ or ‘the
WGA,’ as representative of the credited writers of Such Picture,
to abide by said Basic Agreement, to cause the requisite screen
and advertising credits to be given, and when Such Picture is
exhibited on free television, foreign television, basic cable or
theatrically or in Supplemental Markets (as applicable), to make
the additional payments required thereby, if any, and the
pension and health contributions required thereby, if any, with
respect to the territories, media and term referred to above as
provided in the applicable Articles or Appendices referred to
hereinabove (all such payments are collectively hereinafter
referred to as ‘Residuals’). Distributor, for and on behalf of the
Company, shall make all Social Security, withholding,
unemployment insurance and disability insurance payments
required by law with respect to the additional compensation
referred to in the preceding sentence.

“It is expressly understood and agreed that the right of

Distributor to license Such Picture for exhibition on free
television, foreign television, basic cable, theatrically or in
Supplemental Markets (as applicable), or to exhibit or cause or
permit Such Picture to be exhibited on free television, foreign
television, basic cable, theatrically or in Supplemental Markets
(as applicable), shall be subject to and conditioned upon the
prompt payment of Residuals with respect to the territories,
media and term referred to above in accordance with said
applicable Articles or Appendices, and upon Distributor abiding
by the credits provisions of the Basic Agreement. It is agreed
that the Guild, in addition to all other remedies, shall be entitled
to injunctive relief and damages against Distributor in the event
such payments are not made or such credit is not given.

“To the extent that Company has executed a security agreement

and financing statement in the Guild’s favor in Such Picture and
related collateral as defined in the WGA–Company Security
Agreement (‘WGA Security Interest’), Distributor agrees and
acknowledges that Distributor’s rights in Such Picture acquired
pursuant to the Distribution Agreement (to the extent those
rights are included in the collateral covered by the Security
Agreement) are subject and subordinate to the WGA Security
Interest.

- 342 -
“The Guild agrees that, so long as Residuals with respect to
Such Picture for the territories, media and term referred to
above are timely paid in accordance with said applicable
Articles and Appendices, the Guild will not exercise any rights
under the WGA Security Interest which would in any way
interfere with the rights of the Distributor to distribute the
Picture and receive all revenues from such distribution.

“The Guild further agrees that if it exercises its rights as a

secured party, it will dispose of collateral which encompasses
any of Distributor’s rights or interests in, or physical items
relating to, Such Picture, only to a transferee which agrees in
writing to be bound by the Guild’s obligations under this
Assumption Agreement.

“Distributor agrees to keep or have access to (1) complete

records showing all cities in the United States and Canada in
which Such Picture has been telecast and the number of
telecasts in each such city, the television stations on which
telecast, and the dates thereof; (2) complete records showing
Distributor’s Foreign Gross for Such Picture to the extent that
such records are pertinent to the computation of payments for
foreign telecasting; (3) complete records showing Company’s
accountable receipts from basic cable exhibition and/or from
the distribution of Such Picture in Supplemental Markets; (4)
records showing the date on which Such Picture is first
exhibited in theatrical exhibition anywhere in the world and the
place of such exhibition; (5) with respect to any Such Picture
which is produced principally for the pay television and/or
videodisc/videocassette market, complete records showing
Company’s receipts from use of Such Picture in the pay
television and/or videodisc/videocassette market, except that for
any Such Picture which is a dramatic program of a type
generally produced for prime time network television which is
produced principally for pay television, Distributor shall keep
or have access to complete records showing the date of the
initial exhibition and the number of exhibition days on each pay
television service in the United States and Canada in the first
exhibition year and the fee or other payment received from
sales of Such Picture in the videodisc/videocassette market.
The undersigned Distributor shall also keep or have access to
such records as are necessary for the computation of Residuals
for reruns, foreign telecasting, basic cable exhibition, theatrical
exhibition and Supplemental Market use for so long as such
Residuals may be due or payable. The Guild shall have the
right, at all reasonable times, to inspect any and all such
records. If Distributor shall fail to make such payments as and
when due and payable, Distributor shall pay interest as
specified in the applicable provision of the Basic Agreement, if
any.

“If Distributor has acquired the rights to distribute Such Picture

on free television, Distributor shall give the Guild prompt

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written notice of the date on which Such Picture is first telecast
in any city in the United States or Canada for the second run
and for each subsequent run thereafter. If the second or third
run is on a network or run in network prime time, the notice
shall state that fact.

“If Such Picture is distributed for foreign telecasting and if

Distributor has acquired the rights to distribute Such Picture for
foreign telecasting, Distributor shall furnish reports to the Guild
showing Distributor’s Foreign Gross derived from Such Picture
until Such Picture has been withdrawn from distribution for
foreign telecasting. Such reports shall be rendered to the Guild
on a quarterly basis during the first three (3) years in which
Such Picture is distributed for foreign telecasting, on a semi-
annual basis for the next following two (2) years, and on an
annual basis thereafter.

“If Such Picture is distributed in Supplemental Markets and if

Distributor has acquired the rights to distribute Such Picture in
Supplemental Markets, Distributor shall furnish reports to the
Guild, quarterly during each calendar year, showing
Distributor’s gross receipts derived from such Supplemental
Market use for as long as Distributor receives any such gross
receipts.

“If Such Picture is distributed theatrically and if Distributor has

acquired the rights to exhibit Such Picture theatrically, the
Distributor shall give prompt written notice to the Guild of the
date on which Such Picture is first exhibited theatrically (1) in
the United States, its commonwealths, territories and
possessions and Canada and/or (2) in all other countries.

“If Such Picture is distributed on basic cable and if Distributor

has acquired the rights to distribute Such Picture on basic cable,
the Distributor shall furnish reports to the Guild, quarterly
during each calendar year, showing Distributor’s gross receipts
derived from such distribution for so long as Distributor
receives any such gross receipts.

“Distributor agrees to cooperate in responding to reasonable

requests from the Guild as to whether Such Picture is currently
being rerun on television, distributed for foreign telecasting, on
basic cable, theatrically or in Supplemental Markets. An
inadvertent failure to comply with any of the notice or reporting
provisions hereof shall not constitute a default by Distributor
hereunder, provided said failure is cured promptly after written
notice thereof from the Guild.

“In the event of any sale, assignment or transfer of Distributor’s

distribution or exhibition rights in Such Picture, Distributor
shall remain liable for the Residuals unless Distributor obtains
an executed Television Distributor’s Assumption Agreement
from such purchaser, assignee or transferee and the Guild

- 344 -
approves in writing the financial responsibility of the party
obtaining such rights. The Guild agrees that it will not
unreasonably withhold its approval of the financial
responsibility of any such purchaser, assignee or transferee.
In the event that such purchaser, assignee or transferee is a
Qualified Residual Payor, the financial responsibility of such
purchaser, assignee or transferee shall be deemed automatically
approved on the date the Guild receives written notice of the
assumption of obligations hereunder by the Qualified Residual
Payor. Nothing herein shall release Company of its obligations
under the Basic Agreement or any other agreement between
Company and the Guild.

“If the Guild does not approve in writing the financial

responsibility of the party obtaining such rights, this
TELEVISION DISTRIBUTOR’S ASSUMPTION
AGREEMENT shall remain effective and binding upon
Distributor, and Distributor shall be obligated to pay Residuals
which accrue during the term for those territories and media for
which it was granted distribution rights and all extensions and
renewals. The Distributor shall have the right, at its election, to
cause to be immediately submitted to arbitration, pursuant to
the provisions of Articles 10 and 11 hereof, the issue of whether
the Guild has unreasonably withheld the approval of the
financial responsibility of such purchaser, assignee or transferee
for payments due hereunder.

“Distributor and the Guild hereby agree that all disputes based
upon, arising out of or relating to this Assumption Agreement,
other than the Guild’s entitlement to injunctive or other
equitable relief, shall be submitted to final and binding
arbitration in accordance with the arbitration provisions
contained in Articles 10 and 11 of the Basic Agreement.
Notwithstanding the foregoing, Distributor agrees and
acknowledges that the Guild is not precluded by this or any
other provision of this Assumption Agreement from obtaining
from a court injunctive relief or any other legal remedy at any
time prior to arbitration or issuance of an arbitration award.
The right to obtain injunctive relief from a court shall be
applicable whether an arbitration proceeding has or has not
been initiated and, further, without limitation, shall be
applicable in conjunction with a proceeding to confirm and
enforce an arbitration award against Distributor.

“THIS TELEVISION DISTRIBUTOR’S ASSUMPTION

AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA AND THE UNITED
STATES, AS THE SAME WOULD BE APPLIED BY A
FEDERAL COURT IN CALIFORNIA WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS. The Guild and
Distributor agree that any arbitration or legal action or
proceeding brought to interpret or enforce the provisions of this

- 345 -
Television Distributor’s Assumption Agreement (including an
action to compel arbitration or a petition to vacate an arbitration
award) shall be held or brought in Los Angeles County,
California, and Distributor irrevocably submits to the
jurisdiction of the federal and state courts therein.
Notwithstanding the foregoing, the Guild, at its option, may
bring a legal action or proceeding outside California under the
following circumstances: (1) if Distributor has no principal
place of business in California; or (2) whether or not Distributor
has a principal place of business in California, to enforce or
execute upon an arbitration award or court order or judgment,
in any jurisdiction in which Distributor’s assets are located (and
Distributor irrevocably submits to the jurisdiction of the courts
of such places for purposes of such execution or enforcement).
Distributor consents to service of process by personal delivery
or by certified or registered mail, return receipt requested, to
Distributor’s general counsel or to Distributor’s representative
identified below or by first class mail to Distributor when
Distributor has not designated a representative or a general
counsel, or by any other method permitted by law.

“Date:
(‘Distributor’)
“Address:

“By:

“Please print name:

“Title:

“Distributor’s Representative or General Counsel:

An inadvertent failure on the part of any such Distributor

to comply with any of the reporting provisions of this Article
65.B.1. shall in no event constitute a default by the Company or
such Distributor or a breach of this Agreement, provided that
such failure is cured promptly after notice in writing thereof
from the Guild.

In the event of the expiration or termination of any distribution

agreement, the obligation of Company to obtain and deliver to
the Guild such Television Distributor’s Assumption Agreement
shall apply as well to any subsequent distribution agreement
entered into by Company, and Company shall obtain and
deliver an executed Television Distributor’s Assumption
Agreement within ten (10) days after the execution of each such
subsequent distribution agreement.

- 346 -
With respect to any Such Picture produced hereunder, the Guild
may require such financial assurances from Company as it
deems advisable to insure performance of Company’s
obligations to pay the Residuals, including, without limitation,
the execution of security agreements, guarantees or other
protective agreements, subject, however, to the following:

Should the Guild require financial assurances from the

Company in the form of a security agreement for a
security interest in Such Picture, and a security interest in
Such Picture is being furnished or will be furnished to the
Screen Actors Guild and/or the Directors Guild of
America, such security interest to the WGA shall attach
at the same time and in the same form, but consistent
with Article 47 of this Basic Agreement, as the security
interest furnished to the Screen Actors Guild and/or the
Directors Guild of America.

Should the Guild require financial assurances from the

Company in the form of a security agreement for a
security interest in Such Picture and no security interest
in Such Picture is being furnished or will be furnished to
either the Screen Actors Guild or the Directors Guild of
America, then the Guild may require the Company to
provide such security interest prior to the commencement
of principal photography of Such Picture.

If the Guild shall require financial assurances from the

Company in the form of a security agreement for a security
interest in Such Picture, so long as the Residuals are timely paid
with respect to all territories, media and term acquired by the
Distributor in accordance with Articles 15.B., 51, 58 and/or
Appendix B or C of the Basic Agreement, as applicable, the
Guild shall not exercise any rights under such security
agreement which would in any way interfere with the rights of
the Distributor to distribute Such Picture and receive all
revenues from such distribution, provided that such Distributor
has executed and delivered a Television Distributor’s
Assumption Agreement to the Guild and is in compliance with
the terms thereof.

If any “Qualified Residual Payor” assumes in perpetuity under

the Television Distributor’s Assumption Agreement the
obligation to pay the Residuals for all territories and media with
respect to Such Picture or guarantees in a written form
satisfactory to the Guild (which shall include the Standard
Letter of Guaranty) (see pp. 580-582) all of such obligations
thereunder, the Guild will release and cause to be discharged of
record all such security interests, liens, charges or
encumbrances entered into by or obtained from such Company
and will not require further financial assurances from such
Company; provided, however, the Company’s primary liability
as a Company shall not be released thereby.

- 347 -
If any “Qualified Residual Payor” acquires rights to distribute
Such Picture in specific territories and media (but not all
territories and media) in perpetuity, and has assumed
responsibility for the payment of Residuals for such territories
and media so acquired pursuant to the Television Distributor’s
Assumption Agreement or guarantees in a written form
satisfactory to the Guild (which shall include the Standard
Letter of Guaranty) (see pp. 580-582) all of such obligations
thereunder, then if the Company has granted or thereafter grants
a security interest in favor of the Guild in Such Picture and
related collateral as defined in the WGA Security Agreement,
the Guild: (1) agrees to modify the definition of the collateral
in the WGA Security Agreement to exclude those territories
and media acquired by such Qualified Residual Payor; and (2)
acknowledges Qualified Residual Payor’s continuing rights of
full, unlimited but non-exclusive access to and use of any and
all physical items and elements relating to Such Picture.

If any “Qualified Residual Payor” acquires rights to distribute

Such Picture in specific territories and media for a limited
period of time, and has assumed responsibility for the payment
of Residuals for such term and in such territories and media
pursuant to the Television Distributor’s Assumption Agreement
or guarantees in a written form satisfactory to the Guild (which
shall include the Standard Letter of Guaranty) (see pp. 580-582)
all of such obligations thereunder, then any security agreement
or security interest obtained by the Guild from the Company in
connection with Such Picture shall remain in effect, but the
Guild agrees to: (1) modify the definition of the collateral in
the WGA Security Agreement to exclude those territories and
media for the term of the rights acquired by the Qualified
Residual Payor, including renewals and extensions; and (2)
acknowledge the Qualified Residual Payor’s continuing rights
of full, unlimited but non-exclusive access to and use of any
and all physical items and elements relating to Such Picture.

In addition to those distributors who have been deemed

“Qualified Residual Payors” by the Guild due to their past
bargaining relationship and/or Residuals payment history, the
term “Qualified Residual Payor” shall mean a Distributor who
satisfies the requirements set forth in subparagraphs (1) and (2)
below:

(1) Distributor has the financial history, liquidity, net

earnings before interest, taxes and amortization, assets,
and net worth to establish its present and future ability to
pay Residuals arising from the exploitation of the Guild
Pictures being distributed.

(2) The Distributor has been in business for five (5) or more
years and has a history of prompt and proper payment of
Residuals pursuant to the Guild contracts in five (5)

- 348 -
 consecutive years immediately prior to seeking Qualified
Distributor status.

A Qualified Residual Payor shall have the right to elect, with

respect to each Such Picture for which it has distribution rights,
whether or not to assume Residuals obligations or guarantee the
payment of Residuals in accordance with the Qualified Residual
Payor’s Letter of Agreement (see pp. 577-579), for the
territories, media and term for which it has distribution rights.
However, the Qualified Residual Payor shall be entitled to the
rights of a Qualified Residual Payor hereunder only when it
elects to so assume such obligations or so guarantee the
payment of Residuals.

In the event of a dispute as to qualifications of an applicant for

Qualified Residual Payor status, Company shall provide such
financial assurances as the Guild may deem appropriate, which
may include, but are not limited to, a security interest in Such
Picture and related collateral, in which case Distributor shall
acknowledge same. Said security interest shall remain effective
unless and until it is established by agreement or in an
arbitration, pursuant to the arbitration provisions contained in
the Basic Agreement, that the applicant Distributor meets the
aforementioned requirements for qualification. Such applicant
shall have the burden of proof that it satisfies the
aforementioned requirements for qualification in any arbitration
and shall, upon the Guild’s request, furnish to the Guild all
relevant financial or corporate information relating thereto as
the Guild may reasonably require.

Any information submitted to the Guild in order to determine

whether a distributor is entitled to status as a Qualified Residual
Payor shall, at the Distributor’s discretion, be subject to
reasonable confidentiality arrangements.

In the event that a Qualified Residual Payor, after notice and a

reasonable opportunity to cure, generally fails to report and/or
pay Residuals when they are due or generally fails to pay
obligations to creditors when they become due or in the event a
petition is filed under the Bankruptcy Code by or against a
Qualified Residual Payor, the Guild shall have the right to
terminate the Distributor’s Qualified Residual Payor status.
The Distributor shall have the right to invoke the arbitration
procedures described above to challenge such termination.
Pending the resolution of such challenge, the Qualified
Residual Payor’s status shall be considered terminated. The
Guild agrees that it will not terminate a Qualified Residual
Payor’s status when there is a bona fide dispute as to whether
Residuals are due, or a bona fide dispute as to the amount of
Residuals due to the Guild, if the Distributor has otherwise
timely reported and paid Residuals. In addition to the above, if
a Guild audit conducted pursuant to the Basic Agreement or
other financial information discloses that the Qualified Residual

- 349 -
 Payor no longer meets the aforementioned standards for
qualification, the Guild may initiate an arbitration pursuant to
the Basic Agreement to terminate the Qualified Residual
Payor’s status.

2. Television Buyer’s Assumption Agreement

If the Company shall sell, transfer or assign its rights to exhibit

Such Picture on free television, basic cable or foreign
television, or theatrically or in Supplemental Markets, it shall
obtain from such buyer, transferee or assignee a separate
agreement, made expressly for the benefit of the Writers Guild
of America, west, Inc. and its affiliate, Writers Guild of
America, East, Inc., as representative of the writers involved,
requiring such buyer, transferee or assignee to comply with the
provisions of this Basic Agreement with respect to additional
payments to credited writers, and pension and health
contributions, if any are required, by reason of the exhibition of
Such Picture on free television, basic cable or foreign television
or the distribution of Such Picture theatrically or in
Supplemental Markets (as applicable), when and as the same
become due.

Such agreement shall be substantially in the following form:

“TELEVISION BUYER’S ASSUMPTION AGREEMENT

“For valuable consideration, the undersigned

(INSERT NAME OF BUYER, TRANSFEREE OR ASSIGNEE)

(hereinafter referred to as ‘Buyer’) hereby agrees with

(INSERT NAME OF COMPANY)

that each motion picture covered by this agreement (‘Such
Picture’) (identified in the attached Exhibit ‘A’) is subject to the
2004 Writers Guild of America Theatrical and Television Basic
Agreement covering television motion pictures and particularly
to the provisions of Articles 15.B., 51, 58 and/or Appendix B
and C thereof (strike those of the following clauses a., b., c., d.,
e., f. or g. which are not applicable):

“a. Article 15.B.1. thereof, pertaining to additional

compensation payable to credited writers when television
motion pictures are rerun on free television in the United
States and Canada and Article 17 thereof, pertaining to
applicable pension and health contributions, if any are
required;

“b. Article 15.B.2. thereof, pertaining to additional

compensation payable to credited writers when television
motion pictures are telecast outside the United States and
Canada and Article 17 thereof, pertaining to applicable
pension and health contributions, if any are required;

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“c. Article 15.B.13. thereof, pertaining to additional
compensation payable to credited writers when television
motion pictures are exhibited theatrically and Article 17
thereof, pertaining to applicable pension and health
contributions, if any are required;

“d. Article 51 thereof, pertaining to additional compensation

payable to credited writers when television motion
pictures are released in Supplemental Markets;

“e. Article 58 thereof, pertaining to additional compensation

payable to credited writers when television motion
pictures are released to basic cable and Article 17 thereof,
pertaining to applicable pension and health contributions,
if any are required;

“f. Appendix B thereof, pertaining to additional

compensation payable to credited writers of motion
pictures produced principally for the pay television
and/or videodisc/videocassette market as provided in
Sections C.3. and D.3. thereof and Article 17 thereof,
pertaining to applicable pension and health contributions,
if any are required; and

“g. Appendix C thereof, pertaining to additional

compensation payable to credited writers of motion
pictures made for basic cable pursuant to Paragraph 2.b.
thereof and Article 17 thereof, pertaining to applicable
pension and health contributions, if any are required.

“Buyer is purchasing rights in the following territories and

media (indicate those that are applicable):

“Territory:

Domestic (the U.S. and Canada, and their respective

possessions and territories)

Foreign (the world excluding the U.S. and Canada and

their respective possessions and territories)

Other (please describe):

“Media:

All

Theatrical

Home Video

Pay Television

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 Free Television (Domestic)

Foreign Free Television

Basic Cable

Other (please describe):

See description, attached hereto as Exhibit ‘A’ and

incorporated herein by reference.

“Buyer hereby agrees, expressly for the benefit of the Writers

Guild of America, west, Inc. and its affiliate, Writers Guild of
America, East, Inc., hereinafter called ‘the WGA’ or ‘the
Guild,’ as representative of the credited writers of Such Picture,
when exhibited on free television, foreign television, basic
cable or exhibited theatrically or in Supplemental Markets (as
applicable), to assume and be bound by Company’s obligation
thereunder to make the additional payments required thereby, if
any, with respect to the territories and media referred to above
and the pension and health contributions required thereby, if
any, as provided in the applicable Articles and Appendices
referred to hereinabove (all such payments are collectively
hereinafter referred to as ‘Residuals’), and to cause the requisite
screen and advertising credits to be given. Buyer, for and on
behalf of the Company, shall make all Social Security,
withholding, unemployment insurance and disability insurance
payments required by law with respect to the additional
compensation referred to in the preceding sentence.

“It is expressly understood and agreed that the right of Buyer to

license Such Picture for exhibition on free television, foreign
television, basic cable, theatrically or in Supplemental Markets
(as applicable), or to exhibit or cause or permit Such Picture to
be exhibited on free television, foreign television, basic cable,
theatrically or in Supplemental Markets (as applicable), shall be
subject to and conditioned upon the prompt payment of
Residuals with respect to the territories and media referred to
above in accordance with said applicable Article(s) and/or
Appendices, and upon Buyer abiding by the credits provisions
of the Basic Agreement. It is agreed that the Guild, in addition
to all other remedies, shall be entitled to injunctive relief and
damages against Buyer in the event such payments are not
made or such credit is not given.

“To the extent that Company has executed a security agreement

and financing statement in the Guild’s favor in Such Picture and
related collateral as defined in the WGA–Company Security
Agreement (‘WGA Security Interest’), Buyer agrees and
acknowledges that Buyer’s rights to Such Picture acquired
pursuant to the Purchase Agreement (to the extent those rights
are included in the collateral covered by the Security
Agreement) are subject and subordinate to the WGA Security

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Interest. Buyer further agrees to execute a security agreement,
mortgage of copyright, UCC-1, and other UCC documentation
and any other document required under the Basic Agreement or
necessary or desirable in the Guild’s discretion to continue the
WGA Security Interest. The Guild agrees that, so long as
Residuals with respect to Such Picture for all the territories and
media referred to above are timely paid in accordance with said
applicable Articles and Appendices, the Guild will not exercise
any rights under the WGA Security Interest which would in any
way interfere with the rights of the Buyer to distribute Such
Picture and receive all revenues from such distribution.

“The Guild further agrees that if it exercises its rights as a

secured party, it will dispose of collateral which encompasses
any of Buyer’s rights or interests in, or physical items relating
to, Such Picture, only to a transferee which agrees in writing to
be bound by the Guild’s obligations under this Assumption
Agreement.

“Buyer agrees to keep or have access to (1) complete records

showing all cities in the United States and Canada in which
Such Picture has been telecast and the number of telecasts in
each such city, the television stations on which telecast, and the
dates thereof; (2) complete records showing Distributor’s
Foreign Gross for Such Picture to the extent that such records
are pertinent to the computation of payments for foreign
telecasting; (3) complete records showing Company’s
accountable receipts from basic cable exhibition and/or from
the distribution of Such Picture in Supplemental Markets; (4)
records showing the date on which Such Picture is first
exhibited in theatrical exhibition anywhere in the world and the
place of such exhibition; and (5) with respect to motion pictures
produced principally for the pay television and/or
videodisc/videocassette market, complete records showing
Company’s receipts from use of Such Picture in the pay
television and/or videodisc/videocassette market, except that for
any Such Picture which is a dramatic program of a type
generally produced for prime time network television which is
produced principally for pay television, Buyer shall keep or
have access to complete records showing the date of the initial
exhibition and the number of exhibition days on each pay
television service in the United States and Canada in the first
exhibition year and the fee or other payment received from
sales of Such Picture in the videodisc/videocassette market.
The Guild shall have the right, at all reasonable times, to
inspect any and all such records. If Buyer shall fail to make
such payments as and when due and payable, Buyer shall pay
interest as specified in the applicable provision of the Basic
Agreement, if any. The undersigned Buyer shall also keep or
have access to such records as are necessary for the
computation of Residuals for reruns, foreign telecasting, basic
cable exhibition, theatrical exhibition and Supplemental Market
use for so long as such Residuals may be due or payable.

- 353 -
“In the event of any sale, assignment or transfer of Buyer’s
distribution or exhibition rights in Such Picture, Buyer shall
remain liable for the Residuals, with respect to the territories,
media and term referred to above, unless Buyer obtains an
executed Television Buyer’s Assumption Agreement and other
documents required by the Guild from such purchaser, assignee
or transferee and the Guild approves in writing the financial
responsibility of the party obtaining such rights. The Guild
agrees that it will not unreasonably withhold its approval of the
financial responsibility of any such purchaser, assignee or
transferee. Nothing herein shall release the Company of its
obligations under the Basic Agreement or any other agreement
between Company and the Guild relating to Such Picture,
unless the Company has been relieved of liability pursuant to
the provisions of this Article 65.B.2.

“If the Guild does not approve in writing the financial

responsibility of the party obtaining such rights, this Television
Buyer’s Assumption Agreement shall remain effective and
binding upon Buyer.

“Buyer and the Guild hereby agree that all disputes based upon,
arising out of or relating to this Assumption Agreement, other
than the Guild’s entitlement to injunctive or other equitable
relief, shall be submitted to final and binding arbitration in
accordance with the arbitration provisions contained in Articles
10 and 11 of the Basic Agreement. Notwithstanding the
foregoing, Buyer agrees and acknowledges that the Guild is not
precluded by this or any other provision of this Assumption
Agreement from obtaining from a court injunctive relief or any
other legal remedy at any time prior to arbitration or issuance of
an arbitration award. The right to obtain injunctive relief from
a court shall be applicable whether an arbitration proceeding
has or has not been initiated and, further, without limitation,
shall be applicable in conjunction with a proceeding to confirm
and enforce an arbitration award against Buyer.

“If Buyer has acquired the rights to distribute Such Picture on

free television, Buyer shall give the Guild prompt written notice
of the date on which Such Picture is first telecast in any city in
the United States or Canada for the second run and for each
subsequent run thereafter. If the second or third run is on a
network or the run is in network prime time, the notice shall
state that fact.

“If Such Picture is distributed for foreign telecasting and if

Buyer has acquired the rights to distribute Such Picture for
foreign telecasting, Buyer shall furnish reports to the Guild
showing “Buyer’s Foreign Gross” derived from the Picture
until (1) Such Picture has been withdrawn from distribution for
foreign telecasting; or (2) the credited writer(s) of Such Picture
has (have) received the full additional payments for such
foreign telecasting to which they are entitled pursuant to the

- 354 -
Basic Agreement. Such reports shall be rendered to the Guild
on a quarterly basis during the first three (3) years in which
Such Picture is distributed for foreign telecasting, on a semi-
annual basis for the next following two (2) years, and on an
annual basis thereafter.

“If Such Picture is distributed in Supplemental Markets and if

Buyer has acquired the rights to distribute Such Picture in
Supplemental Markets, Buyer shall furnish reports to the Guild,
quarterly during each calendar year, showing Buyer’s gross
receipts derived from such Supplemental Market use for as long
as Buyer receives any such gross receipts.

“If Such Picture is distributed theatrically and if Buyer has

acquired the rights to exhibit Such Picture theatrically, the
Buyer shall give prompt written notice to the Guild of the date
on which Such Picture is first exhibited theatrically (1) in the
United States, its commonwealths, territories and possessions
and Canada and/or (2) in all other countries.

“If Such Picture is distributed on basic cable and if Buyer has

acquired the rights to distribute Such Picture on basic cable, the
Buyer shall furnish reports to the Guild, quarterly during each
calendar year, showing Buyer’s gross receipts derived from
such distribution for so long as Buyer receives any such gross
receipts.

“Buyer agrees to cooperate in responding to reasonable requests

from the Guild as to whether Such Picture is currently being
rerun on television, distributed for foreign telecasting, on basic
cable, theatrically or in Supplemental Markets. An inadvertent
failure to comply with any of the notice or reporting provisions
hereof shall not constitute a default by Buyer hereunder,
provided said failure is cured promptly after written notice
thereof from the Guild.

“THIS TELEVISION BUYER’S ASSUMPTION

AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA AND THE UNITED
STATES, AS THE SAME WOULD BE APPLIED BY A
FEDERAL COURT IN CALIFORNIA WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS. The Guild and
Buyer agree that any arbitration or legal action or proceeding
brought to interpret or enforce the provisions of this Television
Buyer’s Assumption Agreement (including an action to compel
arbitration or a petition to vacate an arbitration award) shall be
held or brought in Los Angeles County, California, and Buyer
irrevocably submits to the jurisdiction of the federal and state
courts therein. Notwithstanding the foregoing, the Guild, at its
option, may bring a legal action or proceeding outside
California under the following circumstances: (1) if Buyer has
no principal place of business in California; or (2) whether or

- 355 -
not Buyer has a principal place of business in California, to
enforce or execute upon an arbitration award or court order or
judgment, in any jurisdiction in which Buyer’s assets are
located (and Buyer irrevocably submits to the jurisdiction of the
courts of such places for purposes of such execution or
enforcement). Buyer consents to service of process by personal
delivery or by certified or registered mail, return receipt
requested, to Buyer’s general counsel or to Buyer’s
representative identified below or by first class mail to Buyer
when Buyer has not designated a representative or a general
counsel, or by any other method permitted by law.

“DATE:

“BUYER:

“ADDRESS:

“BY:

“Please print name:

“BUYER’S REPRESENTATIVE OR GENERAL COUNSEL:

”

The Company agrees to deliver to the Guild an executed copy

of the above referred to Television Buyer’s Assumption
Agreement within thirty (30) days after the sale, assignment or
transfer of Such Picture, with the name and address of the
purchaser or assignee.

Any inadvertent failure on the part of the Buyer to comply with

any of the reporting provisions of this Article 65.B.2. shall
in no event constitute a default by the Company or such Buyer
or a breach of this Agreement, provided that such failure is
cured promptly after notice in writing thereof from the Guild.

Upon delivery of such Television Buyer’s Assumption

Agreement and other documents from Buyer required under this
Assumption Agreement and on condition that the Guild
approves in writing the financial responsibility of the purchaser,
assignee or transferee, Company shall not be further liable for
the keeping of any such records, or for the payment of
Residuals in accordance with said applicable Articles and
Appendices, it being agreed that the purchaser, assignee or
transferee shall solely be liable therefor.

The Guild agrees that it will not unreasonably withhold its

approval of the financial responsibility of any such purchaser,
assignee or transferee, it being further agreed that if the
Guild, within twenty-one (21) days of receipt of written notice

- 356 -
of any such sale, assignment or transfer, has not advised the
Company that it disapproves the financial responsibility of such
purchaser, assignee or transferee, the Guild will be deemed to
have approved the financial responsibility thereof. If any such
purchaser, assignee or transferee is a Qualified Residual Payor,
then the financial responsibility of such purchaser, assignee or
transferee shall be deemed automatically approved. In the
event the Guild advises the Company within such twenty-one
(21) day period that it disapproves the financial responsibility
of any such purchaser, assignee or transferee and Company
disputes such disapproval, the Company shall have the right, at
its election, to cause to be immediately submitted to arbitration
pursuant to the provisions of Articles 10 and 11 hereof, the
issue of whether the Guild has unreasonably withheld the
approval of the financial responsibility of such purchaser,
assignee or transferee for payments due hereunder.

To the extent that Company has granted a security interest in

favor of the Guild in Such Picture and related collateral as
defined in any WGA Security Agreement, Buyer’s rights in
Such Picture acquired pursuant to the Purchase Agreement shall
be subject to the following:

So long as the Buyer timely pays Residuals for Such

Picture with respect to all territories and media in which
Buyer has distribution rights in accordance with Articles
15.B., 51, 58 and/or Appendices B or C of this Basic
Agreement, as applicable, the Guild shall not exercise
any rights under such security agreement which would in
any way interfere with the rights of the Buyer to
distribute Such Picture and receive all revenues from
such distribution, provided that such Buyer has executed
and delivered a Television Buyer’s Assumption
Agreement to the Guild and is in compliance with the
terms thereof.

If any “Qualified Residual Payor” assumes in perpetuity

under the Television Buyer’s Assumption Agreement the
obligation to pay the Residuals for all territories and
media with respect to Such Picture or guarantees in a
written form satisfactory to the Guild (which shall
include the Standard Letter of Guaranty) (see pp. 580-
582) all of such obligations thereunder, the Guild will
release and cause to be discharged of record all such
security interests, liens, charges or encumbrances entered
into or obtained from such Company and will not require
further financial assurances from such Company.

If any “Qualified Residual Payor” acquires rights to

distribute Such Picture in specific territories and media
(but not all territories and media) in perpetuity, and has
assumed responsibility for the payment of Residuals for
such territories and media so acquired pursuant to the

- 357 -
 Television Buyer’s Assumption Agreement or guarantees
in a written form satisfactory to the Guild (which shall
include the Standard Letter of Guaranty) (see pp. 580-
582) all of such obligations thereunder, then if the
Company has granted a security interest in favor of the
Guild in Such Picture and related collateral as defined in
the WGA Security Agreement, the Guild: (1) agrees to
modify the definition of the collateral in the WGA
Security Agreement to exclude those territories and
media acquired by such Qualified Residual Payor; and
(2) acknowledges Qualified Residual Payor’s continuing
rights of full, unlimited but non-exclusive access to and
use of any and all physical items and elements relating to
Such Picture.

In addition to those buyers who have been deemed “Qualified”

by the Guild due to their past bargaining relationship and/or
Residuals payment history, the term “Qualified Residual Payor”
shall mean a Buyer who satisfies the requirements set forth in
subparagraphs (1) and (2) below:

(1) Buyer has the financial history, liquidity, net earnings

before interest, taxes and amortization, assets, and net
worth to establish its present and future ability to pay all
Residuals arising from the exploitation of the Guild
Pictures being distributed.

(2) The Buyer has been in business for five (5) or more years
and has a history of prompt and proper payment of
Residuals pursuant to the Guild contracts in five (5)
consecutive years immediately prior to seeking Qualified
Buyer status.

A Qualified Residual Payor shall have the right to elect, with

respect to Such Picture for which it has distribution rights,
whether or not to assume Residuals obligations or guarantee the
payment of Residuals in accordance with the Qualified Residual
Payor’s Letter of Agreement (see pp. 577-579), for the
territories and media for which it has distribution rights.
However, the Qualified Residual Payor shall be entitled to the
rights of a Qualified Residual Payor hereunder only when it
elects to so assume such obligations or so guarantee the
payment of Residuals.

In the event of a dispute as to qualifications of an applicant for

Qualified Residual Payor status, Company shall provide such
financial assurances as the Guild may deem appropriate, which
may include, but are not limited to, a security interest in Such
Picture and related collateral, in which case Buyer shall
acknowledge same. Said security interest shall remain effective
unless and until it is established by agreement or in an
arbitration, pursuant to the arbitration provisions contained in
the Basic Agreement, that the applicant Buyer meets the

- 358 -
 aforementioned requirements for qualification. Such applicant
shall have the burden of proof that it satisfies the
aforementioned requirements for qualification in any arbitration
and shall, upon the Guild’s request, furnish to the Guild all
relevant financial or corporate information relating thereto as
the Guild may reasonably require.

Any information submitted to the Guild in order to determine

whether a Buyer is entitled to status as a Qualified Residual
Payor shall, at the Buyer’s discretion, be subject to reasonable
confidentiality arrangements.

In the event a Qualified Residual Payor, after notice and a

reasonable opportunity to cure, generally fails to report and/or
pay Residuals when they are due or generally fails to pay
obligations to creditors when they become due or in the event a
petition is filed under the Bankruptcy Code by or against a
Qualified Residual Payor, the Guild shall have the right to
terminate such Qualified Residual Payor status. The Qualified
Residual Payor shall have the right to invoke the arbitration
procedures described above to challenge such termination.
Pending the resolution of such challenge, the Qualified
Residual Payor’s status shall be considered terminated. The
Guild agrees that it will not terminate a Qualified Residual
Payor’s status when there is a bona fide dispute over whether
Residuals are due to the Guild, or a bona fide dispute as to the
amount of Residuals due to the Guild, if the Distributor has
otherwise timely reported and paid Residuals. In addition to the
above, if a Guild audit conducted pursuant to the Basic
Agreement or other financial information discloses that the
Qualified Residual Payor no longer meets the aforementioned
standards for qualification, the Guild may initiate an arbitration
pursuant to the Basic Agreement to terminate the Qualified
Residual Payor’s status.

C. DEFINITION OF COMPANY FOR PURPOSES OF ARTICLE

65.A. AND B.

As used in Article 65.A. and B., the term “Company” encompasses

transferees of the relevant literary material and/or persons or entities
with the rights to produce motion pictures based thereon, when the
production of a motion picture based on said literary material may
generate the obligation to pay Residuals.

D. COMPANY’S DISSOLUTION (GENERAL)

If Company dissolves and if a Distributor assumes all of the

obligations of the Company for the payment of Residuals, and the
financial responsibility of the Distributor is approved by the Guild in
its discretion, then Company shall thereupon be released of any
obligation with respect to any payments due hereunder.

- 359 -
 E. NETWORKS AND TELEVISION STATIONS (GENERAL)

No television network, station, sponsor or advertising agency shall be

required to execute any Distributor’s Assumption Agreement, Buyer’s
Assumption Agreement or Literary Material Assumption Agreement,
unless it is the distributor of such theatrical or television motion
picture or the buyer of the Company’s theatrical or television rights in
such motion picture, as the case may be.

ARTICLE 66 TRAINING PROGRAM FOR EPISODIC TELEVISION

WRITERS

A labor-management cooperative committee shall be established pursuant to

Section 6(b) of the Labor Management Cooperation Act, 29 U.S.C. Section
175a, for the creation of a Training Program for Episodic Television Writers
(‘Training Program’). The purpose of the Training Program is to provide
training to episodic writers who are or have been also employed in
additional capacities under Article 14 in order to enable them to develop the
skill sets required to be a successful showrunner/executive producer. The
program will focus on various subjects, including defining the scope of the
showrunner/executive producer’s responsibilities, providing practical
training in management and production principles, examining philosophical
approaches to problem solving at the showrunner/executive producer level,
and managing the costs of series television. A primary goal of the Training
Program is to expand and improve working relationships between labor and
management and to explore innovative approaches to achieving
organizational effectiveness.

Within ninety (90) days following ratification of the 2004 WGA Theatrical
and Television Basic Agreement, the Companies and the Networks (the
latter consisting collectively of American Broadcasting Companies, Inc.,
CBS Broadcasting Inc., National Broadcasting Company, Inc. and NBC
Studios, Inc.) will contribute in the aggregate the sum of $100,000 to a
WGA-supervised fund, to be used as initial funding for the purpose of
implementing the Training Program described herein. Requests for
additional funding shall be addressed in discussions with the Committee on
the Professional Status of Writers - Television.

One representative of the Companies, to be appointed by the AMPTP, and

one representative appointed by the Networks, shall serve as consultants to
the Training Program.

The Companies and the Networks agree to cooperate in the implementation

of the Training Program by, for example, providing appropriate personnel to
participate in panel discussions or other training sessions and by providing
materials such as sample budgets.

The WGA shall periodically report on the status of the Training Program to
the Committee on the Professional Status of Writers - Television. The
Committee shall review the Training Program once the initial group of
candidates has completed the Program.

- 360 -
The named respective signatory companies represented by the ALLIANCE OF
MOTION PICTURE & TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC., on behalf of itself and its

affiliate, WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean

- 361 -
 THEATRICAL SCHEDULE A
THEATRICAL CREDITS

1. Credit shall be given on the screen for the screenplay authorship of

feature-length motion pictures and shall be worded “Screenplay by.” The
term “screenplay” means the final script (as represented on the screen) with
individual scenes and full dialogue, together with such prior treatment, basic
adaptation, continuity, scenario and dialogue as shall be used in and
represent substantial contributions to the final script.

In the exceptional case in which a writer has contributed to the development

of the final screenplay but is not given screenplay credit hereunder, credit in
the form “Adaptation by” may be given, but such credit shall be subject to
automatic credit arbitration as provided in Paragraph 18 of this Schedule A.
In the event the credit arbitration determines such credit to be appropriate,
“Adaptation by” credit shall be given on the screen.

The credits specified in this Schedule A (such as “Screenplay by,” “Story

by,” “Written by,” etc.) shall not be varied or embellished in any manner
whatsoever without prior approval by the Guild.

In its distribution and licensing agreements with both theatrical exhibitors

and broadcasters, the Company will include a provision prohibiting the
licensee from eliminating or changing the writing credits as they appear on
the positive prints of the motion picture.

Subject to contractual commitments which may exist on October 31, 2004, a

writer who is entitled to credit on the screen and who has been paid, or is
guaranteed payment of less than $200,000.00 for his/her services or literary
materials relating to the particular motion picture shall have the right to have
credit given to him/her on the screen, advertising or otherwise, in a
reasonable pseudonymous name. The writer shall exercise this right within
five (5) days after the final determination of credits under this Schedule A.
(None of the writer’s rights, including but not limited to compensation of
any kind, shall be affected by the use of said pseudonymous name.)

2. The term “story,” as used throughout this Schedule A, means all writing
representing a contribution distinct from screenplay and consisting of basic
narrative, idea, theme or outline indicating character development and
action. The term “source material” means all material upon which the
screenplay is based other than story as hereinabove defined, including other
material on which the story is based. Credit shall be given on the screen for
story authorship of feature-length motion pictures to the extent and in the
forms provided in the following subparagraphs a. to e., inclusive.

a. When the screenplay is based upon a story and not upon source
material, screen credit for story authorship shall be given the screen
writer, and shall be worded, “Story by,” if the story was written under
employment of the Company or is an unpublished and unexploited
story purchased from a professional writer.

b. Subject to contractual commitments of the Company which may exist

on March 1, 1977, when the screenplay is based upon source material

- 362 -
 whose acquisition is not covered by this Basic Agreement, screen
credit for story authorship shall not be given in the form “Story by”
but may be given by the Company to the source material author and
may be worded “From a Story by” or “Based on a Story by” or other
appropriate wording indicating the form in which it is acquired.

c. When the screenplay is based upon both story and source material and
the story is substantially new or different from the source material,
credit for story authorship shall be worded “Screen Story by,” which
credit shall be subject to automatic credit arbitration as provided in
Paragraph 18 of Schedule A. The Company shall not thereby be
limited from giving credit to the author of source material provided
such credit shall indicate the form in which it is acquired. The
following examples are illustrative and are not intended to cover all
situations: “From a Play by,” “From a Novel by,” “From a Saturday
Evening Post Story by,” “From a Series of Articles by,” “From an
Unpublished Story by,” “Based on a Story by,” “Ernest Hemingway’s
Old Man and the Sea,” or other appropriate wording indicating the
form in which it is acquired.

“Based Upon a Screenplay by” is appropriate source material credit

when literary material is acquired or writers are employed under
circumstances in which the credit provisions of this Basic Agreement
do not apply, and under contracts whereby purchaser or employer
agrees to give writing credits, and if Company takes over the
employment contract or acquires the material written under such
contract, and subsequently employs, in relation to such material, a
writer subject to this Basic Agreement.

Notwithstanding anything in Article 1.A.12. or Article 1.B.1.b. and

1.C.1.b. to the contrary, when a Company buys literary material and
there is a commitment for publication or exploitation of that material,
Company may agree to give appropriate source material credit
permissible under this subparagraph 2.c.

d. When the screenplay is based upon a sequel story written by an

employed writer, story credit for such sequel shall be given in the
form “Story by.” The writer entitled to separation of rights in a
theatrical motion picture shall receive credit in the form “Based on
Characters Created by” on each theatrical sequel; for purpose of
placement and size on the screen, such credit shall be deemed a source
material credit under Paragraph 8 of this Theatrical Schedule A.
When there are no separated rights, the author of the source material
upon which such sequel is based may be given credit “Based Upon
Characters Created by” or other appropriate form of credit. The
foregoing provisions of this subparagraph d. shall not apply when
there is a contrary contractual commitment entered into prior to March
2, 1977.

In the case of a remake, credit to the writer(s) of a prior motion picture

upon which the remake is based (in whole or in part) may be in the
form of “Based Upon a Screenplay by....” The preceding sentence
shall not apply if it conflicts with contractual commitments entered

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 into prior to March 2, 1981, if said commitments were valid at the
time the contractual commitments were made.

e. The Company may engage any person to write any source material
(including, but not limited to, the source material referred to in
subparagraph c. above) as an independent contractor, and may
guarantee source material credit to such person as above provided.

Prior to a writer’s acceptance of employment in connection with a

designated motion picture, or at the time of assignment of a then
employed writer to a designated motion picture, the Company shall
notify the writer in writing of any then existing contractual obligation
to give credit for source material in connection with such motion
picture. The same notice must be given to a writer if the agreement to
give source material credit is made while the writer is rendering
his/her services. Notice shall include the wording of the source
material credit if known to the Company. The Company shall not be
thereby limited from making subsequent contractual obligations to
give source material credit, as above provided, in connection with
such photoplay. Neither the existence of any form of credit obligation
nor the giving of any such credit information shall relieve a writer
from his/her obligation to render services and otherwise perform as
provided in his/her employment agreement. A Company which
furnishes a writer hereunder with inaccurate or incorrect credit
information shall not be deemed to be in breach of this Basic
Agreement or its employment agreement with such writer, if the
Company at the time of giving such credit information believes in
good faith such information is correct.

The Company shall be deemed to be contractually obligated in any of

the cases above mentioned if the Company in good faith considers
itself so obligated.

Nothing herein contained shall limit the Company from using and
purchasing source material, from entering into agreements to give
source material credit therefor, as above provided, or from carrying
out such credit obligations as may be therein provided.

3. Screen credit on motion pictures on which one or more writers or teams has
written both the story and the screenplay shall be worded “Written by.”

If a writer is entitled to “Written by” credit on a motion picture which he/she

also produces or directs, unless the writer objects, nothing herein shall
prevent according credit on the screen and/or in paid advertising in the
following forms:

“Written and Produced by ,” or

“Written and Directed by ,” or
“Written, Produced, and Directed by .”

4. Screen credit for screenplay will not be shared by more than two (2) writers,
except that in unusual cases, and solely as the result of arbitration, the names
of three (3) writers or the names of writers constituting two (2) writing teams

- 364 -
 may be used. A writing team is two (2) writers who have been assigned at
about the same time to the same script, or three (3) writers when employed
pursuant to the provisions of Article 13.A.9., and who work together for
approximately the same length of time on the script. The intention and spirit
of the award of credits being to emphasize the prestige and importance of the
screenplay achievement, the one (1), two (2) or at most three (3) writers, or
two (2) teams, chiefly responsible for the completed work will be the only
screen writers to receive screenplay credit. Story credit will not be shared by
more than two (2) writers.

5. The limitation on the number of credits provided for in Paragraph 4 shall

apply to all feature-length motion pictures except episodic pictures (such as
“Tales of Manhattan” and “If I Had a Million”) and revues. A revue is a
feature-length motion picture in which the story is subordinate to specialties,
musical numbers or sketches, and in connection with which star or featured
billing is given to the actors, singers, dancers, or musicians appearing in
these separate specialties, musical numbers or sketches.

6. Unless the story and/or screenplay writing is done entirely without any other
writer, no designation of tentative story or screenplay credit to a production
executive shall become final or effective unless approved by a credit
arbitration as herein provided, in accordance with the Guild rules for
determination of such credit.

7. When more than one writer has participated in the authorship of a motion
picture, then all participants will have the right to agree unanimously among
themselves as to which of them shall receive writing credits on the screen,
provided that: (a) the form of credit agreed upon is in accordance with the
terms of this Schedule A; (b) the agreement is reached in advance of
arbitration; and (c) the form of such credit is not suggested or directed by the
Company. If such unanimous agreement is communicated to the Company
before a final determination of credits hereunder, the Company will accept
such designation of credits, and such agreed credits shall become final
hereunder. The Company will confirm such agreed credits by sending notice
thereof to all participants and the Guild, in the manner hereinafter provided
in Paragraphs 11 and 12 hereof.

In any case in which a foreign law or government regulation applicable to

the employment of a writer requires credit to be given, Company shall
furnish the Guild with a copy of such law or governmental regulation
together with the tentative notice of credit and the Guild agrees that credits
determined shall include the minimum credit necessary to comply with such
legal requirements.

8. Writing credits as finally determined hereunder shall appear on the screen.

If the writing credits appear in the main titles, they shall appear on a title
card immediately preceding the card on which appears credit to the director
of the motion picture, provided such writing credits shall not be more than
the second personal credit prior to the beginning of the motion picture.1 If

1
Changes in this Paragraph 8 of Theatrical Schedule A from the Writers Guild of
America Theatrical and Television Agreement – 1992 Extension Agreement are subject to
contractual commitments with individual producers existing on May 27, 1995. As to those

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 there are no personal names or portions of personal names whatsoever in the
main titles, except as part of the name of an entity, which name or portion of
personal name does not appear in any other capacity on the motion picture,
then the writing credits as finally determined hereunder may appear as the
first credit in the end titles or immediately following the card on which
appears the credit to the director and the writing credits may not appear in a
position later than the second credit in the end titles after the body of the
motion picture. Notwithstanding the foregoing, if the director is also the
only person receiving “Produced by” credit on the motion picture, the credit
to the director may be combined in the form “Produced and Directed by” or
“Directed and Produced by” on a single card.2 Writing credit shall appear
on a separate card, except that when the sole credited writer of the
screenplay is also the author of the source material, the source material
credit may appear on the same card immediately below the “Screenplay by”
credit.

Source material credits (if they appear on the screen) and writing credits
finally determined hereunder shall, subject to the foregoing, appear only in
the following manner:

a. On one (1) title card on which there appear only writing and source
material credits.

b. On separate title cards on each of which there may appear any one (1)
or more of such credits, and no other credits.

c. On the main title card of the motion picture on which there may
appear any one (1) or more of such credits together with other credits.

Screen credit for the writer of the screenplay shall be accorded in the same
style and size of type as that used to accord screen credit to the individual
producer or director of the motion picture, whichever is larger.

Whenever source material credit appears on the same title card as the
“Screenplay by” credit as described above, the screenplay credit must be the
initial credit and must occupy not less than fifty percent (50%) of the credit
card in type at least as large in all respects as that accorded the source
material credit.

Whenever story credit, but no source material credit, appears on the same
title card as the screenplay credit, the story credit and screenplay credit shall
be in the same size type, the screenplay credit shall be the initial credit and
shall occupy the top fifty percent (50%) of the card, and the story credit shall
occupy the bottom fifty percent (50%) of the card, except that the
requirements of this sentence shall not apply when there is a contrary
contractual commitment entered into prior to March 2, 1977. The Company
shall have the right to place the source material credit on another card so

theatrical motion pictures for which contractual commitments exist prior to May 27, 1995, the
provisions of the Writers Guild of America Theatrical and Television Agreement – 1992
Extension Agreement shall apply.
2
See footnote 1 on page 365.

- 366 -
 long as such other card is not inserted between the screenplay credit and the
director’s credit. The foregoing provisions of this subparagraph and the
preceding subparagraph shall not be applicable to contract commitments
entered into prior to December 13, 1963 which contain terms contrary
thereto.

With regard to on-screen credits, the words “Written by,” “Screenplay by,”
“Story by,” “Adaptation by” or “Screen Story by” shall be at least one-half
of the size of type used for the name(s) of the writer(s).

The Company shall submit to the WGA for review proposed on-screen
credits (main and end titles) before prints are prepared. If, within five (5)
days after such submission, the Guild protests in writing to the Company
that such credits do not conform to the provisions of Theatrical Schedule A,
then the Guild may, within twenty-four (24) hours after making such protest,
submit the dispute to arbitration in accordance with the provisions of
Paragraph 26 of Theatrical Schedule A. The arbitrator shall make his/her
decision and deliver it to the respective offices of the Guild and the
Company within twenty-four (24) hours after the dispute has been submitted
to him/her. In the event of an emergency and upon the Company’s request,
the Guild agrees to cooperate as fully as possible to review the main and end
titles within twenty-four (24) hours.

In the event that the Company fails to submit its proposed on-screen credits
to the Guild, the remedy for a third failure to do so shall be a payment of
$500 to the credited writer(s) of the picture for which credits were not
submitted; for a fourth failure, a payment of $1,000 to the credited writer(s)
of the picture, and for each subsequent failure, a payment of $2,000 to the
credited writer(s). Notwithstanding the foregoing, if the Company fails to
submit proposed on-screen credits and the on-screen credits violate the
provisions of Theatrical Schedule A, the Guild may seek applicable
remedies pursuant to Articles 10, 11 and 12.

9. A writer who has participated in the writing of a screenplay, or a writer who

has been employed by the Company on the story and/or screenplay, or who
has sold or licensed literary material subject to this Basic Agreement, shall,
for the purpose of this Basic Agreement, be considered a participant. As a
participant, the writer shall be entitled to participate in the procedure for
determination of screen credits. In addition, in the case of a remake, any
writer who has received credit under this Agreement or a predecessor
agreement to this Agreement for story or screenplay or teleplay in
connection with a prior version of the motion picture previously produced
for theatrical release, for free television or basic cable exhibition or for pay
television or the videocassette/videodisc market shall also be considered a
participant. The preceding sentence shall not apply if it conflicts with
contractual commitments entered into prior to March 2, 1981.

10. Prior to the final determination of screen credits, as provided herein, the
work of participants not receiving screen credit may be publicized by the
Company. After such a determination of screen credits, only persons
receiving screen credits or source material credit may be so publicized.

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11. Before the writing credits for a motion picture are finally determined and as
soon as practicable following completion of principal photography of such
motion picture, the Company will send to each participant, or to the current
agent of a participant if that participant so elects, and to the Guild
concurrently a written notice which will state the Company’s choice of
credit on a tentative basis, together with the names of all participants, their
addresses last known to the Company, and if a participant is then also a
director or producer of the motion picture, the notice will so indicate. A
copy of the final shooting script (or if such script is not available, the latest
revised script available) will be sent with the notice of tentative credits to
each of the participating writers, or to the current agent of a participant if
that participant so elects. When the Company deems its record of
participants incomplete, it may comply with the foregoing by giving notice
to each writer whose name and address is furnished by the Guild within five
(5) days after the Company’s request for such information, in addition to
giving notice to each participant shown on its own records.

If there is confusion as to the identity of a participating writer listed on the

Company’s notice of tentative credits because two (2) or more writers have
the same first and last name, then Company shall, upon request of the Guild,
furnish to the Guild such writer’s Social Security number, if known to the
Company, or the employer identification number of such writer’s loan-out
company.

The Company shall, on such notice of tentative credits, for the information
of the Guild and participants, state the form of any source material credit
which Company intends to use in connection with the motion picture. Such
credits shall not be subject to the provisions for protest and arbitration as
hereinafter provided, but the Guild shall have the right to object to the form
of such a credit.

Notice of tentative credits shall be in the following form, which form has
been approved by the Guild:

NOTICE OF TENTATIVE WRITING CREDITS - THEATRICAL

To: Writers Guild of America, west, Inc., 7000 West Third Street, Los Angeles,
California 90048, or to Writers Guild of America, East, Inc., 555 West 57th
Street, New York, New York 10019

AND

All Participating Writer(s) (or to the current agent, if a participant so elects)

NAME(S) OF PARTICIPATING WRITER(S) ADDRESS(ES)

- 368 -
TITLE OF MOTION PICTURE:

EXECUTIVE PRODUCER:

PRODUCER:

DIRECTOR:

OTHER PRODUCTION EXECUTIVE(S), AND THEIR TITLE(S), IF

PARTICIPATING WRITER(S):

Writing credits on this production are tentatively determined as follows:

ON SCREEN:

ON SCREEN, SOURCE MATERIAL CREDIT, IF ANY:

ON SCREEN AND/OR IN ADVERTISING, presentation and production credit, IF

ANY:

SOURCE MATERIAL upon which the motion picture is based, IF ANY:

The final shooting script is being sent to all participating writers with the notice of
tentative writing credits.

The above tentative writing credits will become final unless a protest is communicated to
the undersigned not later than 6:00 p.m. on .
(date)

By:
(Company)
Name:

Address:

Date: Telephone No.:

At the Company’s request, the Guild may, but shall not be obligated to,
make a determination of screen credits and shall so notify the participants.
When a Guild determination is so made, it shall be considered a final
determination.

At the request of the Guild made to the Company on commencement of

principal photography of such motion picture, the Company shall furnish the
Guild with a list of all persons who, to the best of the Company’s
knowledge, are or were participants (see Paragraph 9 above) with respect to
such motion picture. If, thereafter, any other writer is engaged by Company
to render writing services on or in connection with such motion picture
during principal photography, the Company will promptly notify the Guild
of that fact. If the motion picture involved is a remake of an earlier motion
picture produced by Company, the list of writers to be supplied by the
Company pursuant to this paragraph shall include the name of any writer

- 369 -
 employed by the Company to render writing services with respect to the
most recent prior production by Company of such earlier motion picture and
who received screen credit for such writing services.

A casual or inadvertent failure by the Company to forward the notices, list,

names or other information to the Guild or persons specified at the times or
places designated pursuant to this Paragraph 11 shall not be deemed to be a
breach of this Basic Agreement.

12. The notice specified in Paragraph 11 hereof will be sent by telegraph to

writers outside of the Los Angeles area or by telegram, messenger or special
delivery mail to writers in such area. In the case of a remake, the Company
shall not be under any obligation to send any notice to any writer
contributing to the screenplay or story of the original production unless such
writer received screen credit in connection with such original production.

Notices may be sent by mail, telegram or personal delivery as above

provided. If the notices are mailed, registered or certified mail shall be used,
with return receipt requested; the failure of the addressee to sign or return
the receipt shall not invalidate the notice.

13. The Company will keep the final determination of screen credits open until a
time specified in the notice by the Company, but such time will not be
earlier than 6:00 p.m. of the tenth business day following the next day after
the dispatch of the notice above specified; provided, however, that if, in the
good faith judgment of the Company, there is an emergency requiring earlier
determination and the Company so states in its notice, such time may be no
earlier than 6:00 p.m. of the fifth business day following the next day after
the dispatch of the notice above specified. In the event of an emergency and
on Company’s request, the Guild may reduce such “fifth business day”
period. The Guild agrees to cooperate as fully as possible in considering
such requests.

If, within the time specified, a written protest of the tentative credits has not
been delivered to the Company from any participant or from the Guild, the
tentative credits shall become final. Every protest, including that of the
Guild, shall state the grounds or basis therefor in the notice thereof. The
Guild agrees not to use its right of protest indiscriminately.

14. Notwithstanding the foregoing, if an arbitration has been conducted pursuant

to the Basic Agreement to determine preliminary separation of rights, and if
no additional writing is done thereafter, then the credits determined in the
preliminary separation of rights arbitration shall become the final writing
credits without the need for an additional credits arbitration. The Company
nonetheless is required to submit a notice of tentative writing credits
concurrently to the Guild, to each participating writer or to the current agent
of each participating writer pursuant to Paragraph 11 of this Schedule A.

15. Upon receipt of a protest, the Company shall notify the participants and the
Guild by telegraph informing them of the name of the protesting party and
the new time set for final determination.

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16. If a unanimous designation of credits as provided for in Paragraph 7 hereof
or a request for arbitration as hereinafter provided is not communicated to
the Company within the time limit set for the final determination of credits,
the Company may make the tentative credits final.

17. Any notice specified in the foregoing paragraphs shall, unless a specified
form of service thereof is otherwise provided for herein, be sent by the
Company by telegraphing, mailing or delivering the same to the last known
address of the writer or may be delivered to the writer personally. If the
notices are mailed, registered or certified mail shall be used with return
receipt requested; the failure of the addressee to sign or return the receipt
shall not invalidate the notice.

18. Unless a unanimous agreement has been reached in accordance with

Paragraph 7 hereof, any participant or the Guild may, within the period
provided for in Paragraph 13 hereof, file with the Company at its studio and
the Guild at its Los Angeles or New York office a written request for
arbitration of credits. In any case in which automatic credit arbitration is
required under this Schedule A, the Guild will be deemed to have made a
written request for arbitration of credits at the time the Company submits the
notice of tentative credits and, in such case, Company will immediately
make available to the Guild the material as provided for under this
subparagraph.

The Guild, through its arbitration committee, shall make and advise the
Company of its decision within the limitations of this Schedule A. Said
decision shall be made and advised within twenty-one (21) business days of
the request(s) for arbitration referred to in the immediately preceding
paragraph. If, in the good faith judgment of the Company, there is an
emergency requiring an earlier decision and the Company so notifies the
Guild, said decision shall be made and advised within ten (10) business days
of the request(s) referred to in the immediately preceding paragraph. If the
arbitration committee does not render a decision within said period, as the
same may have been extended by the Company, the Company may make the
tentative credits final, provided the terms and provisions of this Paragraph
18 have been fully complied with by the Company.

In the event of an emergency and upon the Company’s request that the time
for arbitration be shortened, the Guild agrees to cooperate as fully as
possible. If the material is voluminous or complex, or if other circumstances
beyond the control of the Guild necessitate a longer period in order to render
a fair decision, and the Guild requests an extension of time for arbitration,
the Company agrees to cooperate as fully as possible. The Company will
not unreasonably deny the Guild’s request for an extension of time.
Agreement for extensions of time shall be in writing and shall specify the
new date by which the Company will be advised of the arbitration decision.

Prior to the rendition of the decision, a special committee of writers may

make such investigations and conduct such hearings as may seem advisable
to it. Immediately upon receipt of a request for arbitration, the Company
shall make available to the Guild three (3) copies of the script, and three (3)
copies of all available material written by the participants and three (3)
copies of all available source material. In addition, the Company shall

- 371 -
 cooperate with the arbitration committee to arrive at a just determination by
furnishing all available information relative to the arbitration. Upon request
of the arbitration committee, the Company shall provide the committee with
a copy of the cutting continuity if it is available at the time of arbitration. If
no final shooting script is available, Company will provide the Guild with a
videocassette or print of the motion picture.

The decision of the Guild arbitration committee, and any Policy Review
Board established by the Guild in connection therewith, with respect to
writing credits, insofar as it is rendered within the limitations of this
Schedule A, shall be final, and the Company will accept and follow the
designation of screen credits contained in such decision and all writers shall
be bound thereby.

19. The decision of the Guild arbitration committee may be published in such
media as the Guild may determine. No writer or Company shall be entitled
to collect damages or shall be entitled to injunctive relief as a result of any
decision of the committee with regard to credits. In signing any contract
incorporating by reference or otherwise all or part of this Basic Agreement,
any writer or Company specifically waives all rights or claims against the
Guild and/or its arbiters or any of them under the laws of libel or slander or
otherwise with regard to proceedings before the Guild arbitration committee
and any full and fair publication of the findings and/or decisions of such
committee. The Guild and any writer signing any contract incorporating by
reference or otherwise or referring to this Schedule A, and any writer
consenting to the procedure set forth in this Schedule A, shall not have any
rights or claims of any nature against any Company growing out of or
concerning any action of the Guild or its arbiters or any of them, or any
determination of credits in the manner provided in this Schedule A, and all
such rights or claims are hereby specifically waived.

20. In the event that, after the screen credits are determined as hereinabove
provided, material changes are made in the literary material, either the
Company or a participant and the Guild jointly may reopen the credit
determination by making a claim to the Guild or Company, as the case may
be, within forty-eight (48) hours after completion of the writing work
claimed to justify the revision of credits. The procedure for determining
revised credits in such cases will be the same as that provided for the
original determination of credits.

The Company agrees to make revisions in advertising material previously

forwarded to the processor or publisher to reflect such redetermined credits,
provided that: (a) such revisions can physically and mechanically be made
prior to the closing date of such processor or publisher and at reasonable
expense; and (b) the processor or publisher has not yet commenced work on
that part of the material which the change would affect.

21. No writer shall claim credit for any participation in the screen authorship of
any motion picture for which the credits are to be determined by the
procedure herein provided prior to the time when such credits have in fact
actually been so determined, and no writer shall claim credits contrary to
such determination.

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22. a. In any publicity issued or released prior to the final determination of
credits as herein provided, the Company may include such screenplay
or screenplay and story credits as the Company may in good faith
believe to be a fair and truthful statement of authorship. After such
final determination of credits, the Company shall not issue or release
any publicity which shall state screenplay or screenplay and story
authorship contrary to such determination. No casual or inadvertent
breach of the foregoing shall be deemed to constitute a breach by the
Company.

b. Writing credit, but not necessarily in the form specified in this

Schedule A, shall be included in publicity releases issued by the
Company relating to the picture when the producer and the director
are mentioned, whether in the form of a “production” or
“presentation” credit or otherwise, except when such release is
restricted to information about such individual or individuals. The
writing credit shall also be included in all other publicity and
promotional matter, including screening invitations issued by the
Company, when the credit of the producer or director is included,
whether in the form of a “production” or “presentation” credit or
otherwise. Prior to a final determination of credits, the Company shall
include those credits which it in good faith believes to be a fair and
truthful statement of authorship.

In addition to the requirements of subparagraphs a. and b. above, and

in recognition of the writer’s essential contribution to the creative
process, the Company will include the identity, background and
filmography of the credited writer(s) in standard print and electronic
press kits for the picture, if such information about the director is also
included. Each participating writer shall supply a copy of his/her
filmography to the Company’s advertising/publicity department at the
time of final submission of his/her literary material to the Company.
It is understood that the Company may edit the writer’s filmography
for use in such press kits.

Unless notified otherwise by the Company, each credited writer will

be interviewed for the purpose of including material about the credited
writer(s) in the standard electronic and print press kits for the motion
picture or on DVDs or laserdiscs containing the motion picture, if the
Company interviews the director for the same purpose. The Company
shall not be required to provide transportation or accommodations for
interview sessions for such writers. (If interviews are conducted prior
to the final determination of writing credits, the writer(s) whom the
Company in good faith believes will be entitled to writing credit will
be interviewed.) However, the decision to include or exclude all or
any part of the interview material, and the form of the material to be
included, shall rest solely within the discretion of the Company,
except that the Company will not include interview material with
uncredited writers in press kits issued after a final determination of
credits, if practicable, and the Company will not include interview
material with uncredited writers on DVDs or laserdiscs.

- 373 -
 The second and third unnumbered paragraphs of this subparagraph are
subject to the Article 48.E. “Hot Line Dispute Resolution”
mechanism, but are not subject to grievance or arbitration.

c. If the Company has submitted the Notice of Tentative Writing Credits

to the Guild within ten (10) business days after completion of
principal photography, and if there is a good faith emergency which
requires the Company to print the cover or sleeve of a sound track
album, cassette or compact disc prior to the final determination of
writing credits, then Company may include thereon the name of the
writer whom the Company in good faith believes to be the writer of
the motion picture. After the final determination of credits, the
Company shall not print any such covers or sleeves which do not
comply with subparagraph p. of this Paragraph 22.

d. If the Company has submitted the Notice of Tentative Writing Credits

to the Guild within ten (10) business days after completion of
principal photography, and if there is a good faith emergency which
requires the Company to print the cover, jacket or title page of any
novel prior to the final determination of writing credits, then
Company may include thereon such writing credit(s) as the Company
may in good faith believe to be a fair and truthful statement of
authorship, rather than the credits as finally determined. After the
final determination of credits, the Company shall not print any such
covers, jackets or title pages which do not comply with subparagraph
m. of this Paragraph 22.

e. Screenplay or screenplay and story credit in accordance with the final

determination of such credit will be given on any paid advertising
issued anywhere in the world, provided such advertising is prepared
by the Company in the continental United States and is controlled by
the Company when such advertisement is used; it being understood
that in such advertising prepared prior to final determination of
screenplay and story credits, the Company shall include such
screenplay or screenplay and story credit as the Company may in good
faith believe to be a fair and truthful statement of authorship. After
final determination of credits, the Company shall not prepare for
issuance any advertising which shall state screenplay or screenplay
and story authorship contrary to such final determination.

f. When there is only a single writer on a project and if a paid

advertisement is issued in which that writer would have received
credit hereunder had there been a final determination of credit at that
time, then such writer shall be given credit in such advertisement in
accordance with the credit requirements of this Schedule A.

g. In forms of advertising covered hereunder, the names of the individual

writers accorded screenplay or screenplay and story credit for the
motion picture will appear in the same size and style of type as that in
which the name of either the individual producer or the director of the
motion picture shall appear in such advertising, whichever is larger.
Provided, however, that:

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 (1) If three (3) or more writers share screenplay credit, then the
Company shall not be required to use, for the advertising credit
to which such three (3) or more writers are entitled, an area in
excess of the minimum area that would be occupied by the
names of the first two (2) of such writers, if only such first two
(2) writers were entitled to share screenplay credit; it being
understood that for such purpose, the Company may diminish
height of the type in which the names of the three (3) or more
writers appear in addition to narrowing from side to side the
names of such three (3) or more writers; it being further
understood that for the purpose of determining which of the
writers are the first two (2), the order in which such writers
appear in the notification of the Guild’s determination reached
in its credit arbitration proceedings shall control; and

(2) When a writer entitled to screenplay credit is also entitled to

credit as the director and/or producer of the motion picture, then
the name of such writer need only be mentioned once in such
advertising, provided, however, that he/she receives credit as a
writer; provided further, that the order of credit as between
writer, producer and director shall be the same as the order with
respect to which such credits are given on the screen; and

(3) In giving such credit on twenty-four (24) sheets, the names of

the individual writers shall in no event appear in type less than
three and one-half (3½) inches in height, or if the screenplay or
story credit is shared by more than two (2), in type less than two
and one-half (2½) inches in height; and

(4) In giving such credit in forms of advertising covered hereunder,

other than on twenty-four (24) sheets, the names of the
individual writers shall in no event appear in type of a height
less than fifteen percent (15%) of the height of type used for the
title of the motion picture, or if there are two (2) titles of the
motion picture, the larger title. The Company may seek a
waiver of the double billing provision, in particular cases such
as the “Beau Geste” ads and the Guild will not unreasonably
withhold such waivers.

(5) Writing credits shall be given as provided herein in advertising

which features a quotation(s) from a review(s) of the motion
picture if the name of an individual producer or director appears
in any of the quotations; provided, however, if the name of
individual producer or director in the quotation(s) shall be in
the same size and style of type as the remainder of the
quotation(s), then the writing credit need not conform in size or
style of type to the name in the quotation, but shall otherwise
conform in size and style of type as provided in this Paragraph
22.

h. In all cases, the location of the credit accorded to any writer under this
Paragraph 22 shall be discretionary with the Company.

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i. When the title of the motion picture is in letters of varying sizes, the
percentage above referred to shall be based on not less than the
average size of all the letters in such title.

j. The foregoing obligation to accord credit in paid advertising shall be

limited to story, screenplay, or screen story, adaptation and written by
credits and shall not apply:

(1) To so-called “teaser” advertising, except that if a “Produced

by” or “Directed by” credit is included, the writing credit shall
also be included.

(2) To advertisements less than four (4) column inches in size, but
if such advertising contains a “Produced by” or “Directed by”
credit, the writing credit shall also be included.

(3) To radio or the audio portion of television advertising.

(4) When credit is given neither to the individual producer nor

director of the motion picture.

(5) To special advertising relating only to the source material on

which the picture is based, or author thereof, any member or
members of the cast, the director, individual producer, or other
personnel concerned in its production, or similar matters.

k. In any case in which there would be an obligation to accord an

advertising credit to a writer if credit were given to the producer or the
director, such obligation shall also exist if credit is given to the
executive producer as an individual.

l. Advertising shall be deemed to have been prepared hereunder when

the Company has forwarded the finished copy therefor to the
processor or publisher. The Company agrees, however, to revise
advertising prepared prior to the final determination of credits so as to
show the screenplay or screenplay and story credit as finally
determined, if such revision can physically and mechanically be made
prior to the closing date of such processor or publisher and at
reasonable expense, and provided the processor or publisher has not
yet commenced work on that part of the material which the change
would affect.

m. The Company shall require that all writing credits as they appear on
the screen appear in any published version of the whole or substantial
part of a picture script, and in any novel based on the screenplay,
provided that with respect to any novel based on such screenplay the
credit shall indicate that such novel is based on such screenplay. Such
writing credit shall appear on the title page in the same size and style
of type used for the writer of the novel. If the name of the writer of
the novel appears on the cover, the “Screenplay by” or “Written by”
credit shall also appear on the cover in the same size and style of type
as the writer of the novel; provided, however, that the writing credit
need not so appear if the writer of the screenplay is the writer of the

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 novel. The contract with the publisher shall provide that this
provision is for the express benefit of the writer and the Guild, and
that the publisher will comply with such requirements. But the failure
of a publisher to comply with any of such requirements shall not
constitute a breach by the Company.

n. In connection with the radio or television broadcast of a half-hour or

more in length, the whole or nearly the whole of the entertainment
portion of which consists of the adaptation of a screenplay or
substantial part thereof, the screenplay or screenplay and story credit
as it appears on the screen shall be given either orally or visually.

o. When the major writing contribution to a motion picture is in the form

of narration, credit for such narration shall be given and worded in the
following form: “Narration Written by.” When a narration credit is
given in lieu of a screenplay credit on any motion picture, then such
narration credit shall be subject to all of the rights and limitations as
are provided in this Paragraph 22 with respect to screenplay credit.

p. If, hereafter, the Company distributes or licenses the distribution of a

souvenir program or theatrical program of a motion picture hereunder,
or a phonograph record or phonograph album made from the sound
track of a motion picture hereunder, and the individual producer or
director of such picture is named in his/her capacity as such in such
program or on the liner, cover or jacket of such album or records, then
the writer shall also be named. The size of such credit as specified
under this Schedule A shall be related to the size of the title as it is
used in the listing of credit for such picture on such program, liner,
cover or jacket. If Company includes the director or individual
producer credits in any catalogue or sales brochure it issues to the
public, the applicable writer’s credit will also be included.

q. If, in giving credits with relation to a product, the Company gives a

“Produced by” and also a “Directed by” credit, then Company shall
require the writers’ credits to be given in accordance with the
provisions of this Schedule A. The failure of a third party to comply
with such requirement shall not constitute a breach by Company.

r. When the Company supplies written handouts to reviewers and critics,

it will list writing credits, if they have theretofore been determined.

s. No casual or inadvertent breach of any of the foregoing shall be

deemed to constitute a default or a breach by the Company of this
Basic Agreement.

t. The Guild agrees to discuss with the Companies its policy regarding
issuance of waivers for the inclusion of names of corporate employers
in paid advertisements.

u. If the domestic version of the laserdisc or DVD containing the motion

picture, or the Internet web page dedicated to the motion picture,
contains a filmography of the director, it will also contain a
filmography of the credited writer(s). Each participating writer shall

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 supply a copy of his/her filmography to the Company’s
advertising/publicity department at the time of final submission of
his/her literary material to the Company. It is understood that the
Company may edit the writer’s filmography for inclusion on the
laserdisc, DVD or Internet web page.

The provisions of this subparagraph u. are subject to the Article 48.E.

“Hot Line Dispute Resolution” mechanism, but are not subject to
grievance or arbitration.

23. In connection with “sneak” previews before the first general release of a
motion picture in the United States, the Company shall give such screenplay
or screenplay and story credits as the Company may in good faith believe to
be a fair and truthful statement of authorship, but it shall be the obligation of
the Company in good faith to have such credit determined prior to such
sneak previews; and there shall be no other preview or theatrical showings
of any kind, except sneak previews, until correct writing credit has been
determined as herein provided and included in the main title.

24. The provisions of this Schedule A shall govern the determination of writing
credits for shorts (as defined in the Basic Agreement) based upon written
scripts, except that:

a. Such writing credits shall appear in forms selected by the Company.

In this connection, the Company agrees to use forms of credit which
represent a fair and truthful statement of authorship.

b. The location of screen credit shall be discretionary with the Company

and such credit may appear on a card with other credits.

c. The right of protest shall be limited to participants. Protests shall be

directed only to improper or untruthful statements of the facts of
authorship, rather than to the form in which such authorship is stated.

d. If a written protest of the tentative credits is received by the Company

from a participant within the time specified in Paragraph 13 hereof,
the Company will withhold the final determination of credits until a
time to be specified by the Company which time will not be earlier
than forty-eight (48) hours, exclusive of Sundays and holidays, after
the scripts are delivered to the Guild office in Los Angeles, or
forty-eight (48) hours after the Guild is notified that the scripts are
available at the Company’s studio, whichever is earlier. In the event
of an emergency and on the Company’s request, the Guild may grant a
reduction of such forty-eight (48) hour period. The Guild agrees to
cooperate as fully as possible in considering such requests.

e. The period of time specified in Paragraph 18 shall be three (3)

business days in place of twenty-one (21) business days, and the
arbitration decision shall not affect the form of the writing credit.

f. The provisions of Paragraph 22 requiring the giving of advertising

credit shall not apply to shorts, but if such writing credits are
advertised, they shall be a fair and truthful statement of authorship.

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25. In connection with the sale, assignment or licensing of any literary material
or rights therein, which material is subject to the credit provisions of this
Schedule, Company shall obtain an acknowledgment in writing that the
purchaser, assignee or licensee, as the case may be, will abide by all of the
obligations incurred to writers by Company under the terms and provisions
of this Schedule A. Upon the execution of such an acknowledgment,
Company shall be considered to have fully complied hereunder and
thereupon shall be relieved of all obligations under this Schedule A, with
respect to such material or rights therein, as the case may be.

26. a. (1) Company will submit to the office of the Guild, 7000 West
Third Street, Los Angeles, California 90048, attention of its
Executive Director, a copy of the initial and subsequent
campaign advertising material, and any changes in that material
made either for the initial release or for a reissue, prior to the
issuance or distribution of such advertising material. If at the
time of such submission, the Company has the copy of the
souvenir program, theatrical program, liner, cover or jacket
referred to in Paragraph 22 above or the copy of the title and
cover page of the novelization referred to in Paragraph 22
above, the Company will also furnish such copy to the Guild at
such time. If the exigencies of time so require, Company may
comply with the above by submitting such advertising material
to the office of Writers Guild of America, East, Inc., 555 West
57th Street, New York, New York 10019, attention of its
Executive Director. If, within twenty-four (24) hours after such
submission in Los Angeles, or if within thirty-six (36) hours
after such submission in New York, the Guild protests by
telegram, delivered (collect if desired) to the Company, that
such advertising material does not conform to the provisions of
this Schedule A, Paragraph 22 above, then the Guild may,
within twenty-four (24) hours after making such protest, submit
the dispute to arbitration under this Paragraph 26. The
arbitrator shall make his/her decision and deliver it to the
respective offices of the Company and Guild within twenty-four
(24) hours after such submission to arbitration.

(2) Notwithstanding anything in this Paragraph 26 to the contrary,

if exigencies of time exist such that it is not possible to include,
in a timely fashion, any quotation(s) from a review(s) of the
motion picture in the advertising material submitted to the
Guild, then the Company need not include such quotation(s) in
its submission to the Guild, but shall indicate where the
quotation(s) shall appear in the advertising. When the
quotation(s) is available, the Company shall resubmit to the
Guild the advertising material, including the quotation(s) used.
In the event that the Company inadvertently fails to resubmit
such advertising material to the Guild, but such advertising
material otherwise comports with the requirements of Theatrical
Schedule A, then the Company shall not be deemed to have
violated the Agreement by reason of such inadvertent failure to
resubmit the advertising material.

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(3) The arbitrator shall be selected in accordance with the
following procedure. Within twenty-four (24) hours following
the Company’s receipt of the arbitration claim, the parties shall
select a disinterested arbitrator either by mutual agreement or,
failing such mutual agreement, by use of the following “strike
process:”

(a) The arbitrators listed in this subparagraph 26.a. shall

constitute the list of arbitrators.

(b) On a Company-by-Company basis, the Guild and the

Company shall alternate on a case-by-case basis in first
striking a name from the list of arbitrators. Thereafter,
the other party shall “strike” a name from the list. The
parties shall continue to alternate in striking names from
the list until one arbitrator’s name remains.

(c) The arbitrator whose name remains (after the strike

process is completed) shall be the arbitrator.

(d) In the event that one of the parties fails to participate in

the strike process, or fails to strike in order and/or timely,
the other party may thereupon select the arbitrator to hear
the matter.

(e) If more than one Company is a party, then the Company

which is the real party in interest shall participate in the
strike process with the Guild. In the event that such
Companies cannot agree on which of them is the real
party in interest, then such Companies shall determine by
lot which Company shall participate in the strike process
with the Guild.

The initial panel of arbitrators is:

Los Angeles
Sara Adler Edgar A. Jones, Jr.
Tom Christopher Anita Christine Knowlton
Douglas Collins Michael Rappaport
Dixon Dern Lionel Richman
Edna Francis Tom Roberts
Joe Gentile Sol Rosenthal
Joel Grossman Robert Steinberg
Fredric R. Horowitz Barry Winograd
John Zebrowski
New York
Maurice Benewitz George Nicolau
Noel Berman Joan Parker
Howard Edelman Janet Spencer
Susan MacKenzie

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 Additional names may be added from time to time during
the term of the contract by mutual agreement of the
parties.

(4) The situs of arbitration proceedings shall be Los Angeles,

California, unless the parties mutually agree to New York, New
York or some other situs.

If the parties agree to New York, New York, the arbitrator shall
be selected from the New York list of arbitrators set forth in this
subparagraph 26.a. The cost of such arbitration shall be borne
equally by the Company and the Guild.

(5) If the arbitrator decides that the Guild’s protest is valid, he/she
must designate in what respect such advertising material does
not conform to the provisions of this Schedule A, Paragraph 22
above. This shall be the limit of the arbitrator’s authority. The
decision of the arbitrator shall be binding upon the Company,
the Guild, and the writer or writers involved. Company shall
not issue any such advertising material which would violate
such decision.

(6) It is hereby agreed that if the arbitrator in any arbitration under

the provisions of this Paragraph 26 does not make his/her
decision and deliver it to the respective offices of the Company
and Guild within twenty-four (24) hours after the dispute has
been submitted to him/her under this Paragraph 26, then, at any
time thereafter prior to the making and delivering of such
decision, either the Guild or the Company may elect to remove
the dispute from such arbitrator and resubmit it to the next
arbitrator in rotation. If so resubmitted, such next arbitrator in
rotation shall make his/her decision and deliver it to the
respective offices of the Company and Guild within twenty-four
(24) hours after such resubmission. The aforesaid election and
resubmission shall be exercised and effected by written notice
by the Guild or the Company, as the case may be, to the other
party. If the first arbitrator shall make and deliver his/her
decision after the expiration of twenty-four (24) hours after the
dispute has been submitted to him/her and prior to the
resubmission of the dispute to the next arbitrator in rotation as
aforesaid, such decision shall have the same effect as though it
had been made and delivered by the first arbitrator within
twenty-four (24) hours after the original submission of the
dispute to him/her.

(7) If the Guild fails to submit its protest in the manner and within
the time period specified above, or if the Guild fails to submit
the dispute to arbitration in the manner and within the time
period specified above, then, in either of such events, the Guild
shall be conclusively deemed to have approved such advertising
material and such approval shall be binding upon the Guild and
the writer or writers involved. The Company shall not issue or
distribute any advertising material prior to the expiration of the

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 period within which the Guild may protest nor in the event of a
protest by Guild (submitted in the manner and within the time
period specified above) prior to the expiration of (a)
seventy-two (72) hours after such advertising material has first
been submitted as aforesaid by Company to the Guild in Los
Angeles, or (b) eighty-four (84) hours after such advertising
material has first been submitted as aforesaid by Company to
the Guild in New York, as the case may be.

In determining any twenty-four (24) or thirty-six (36) hour

period referred to above in this subparagraph 26.a., there shall
be excluded Saturdays, Sundays and the six (6) holidays
recognized in the motion picture industry, to wit: New Year’s
Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving
and Christmas.

Time is of the essence as to all of the provisions of this

Paragraph 26.

b. Company will forward, whenever practical, by air mail, to the Guild,

to the attention of its Executive Director, a copy of each of its press
books immediately upon its publication and before its general
distribution. The present address of the Guild is 7000 West Third
Street, Los Angeles, California 90048.

Such press books shall conform to the provisions of this Schedule A,

Paragraph 22, above.

The Guild shall send a written answer to the Company immediately

upon receipt of the Company’s press book. If Company does not
receive such an answer from the Guild within six (6) days from the
time the Company has sent the press book to the Guild, the Guild shall
be considered to have approved the press book, and such approval
shall be binding upon the Guild and the writer or writers involved. If,
within such six (6) days, the Guild should protest to the Company that
any advertising contained in such press book, neither previously
approved as part of initial advertising material nor as part of
subsequent advertising material, does not conform with the
advertising provisions quoted above, the Guild and the Company shall
appoint a joint committee which shall immediately determine the
validity of the Guild’s protest. If the committee determines it is a
valid protest, it may specify the corrections, if any, necessary to
conform the advertising with the above-mentioned advertising
provisions.

27. If the Company shall sell or license the so-called stage presentation rights to
a screenplay with respect to which a writer has received a “Written by,”
“Story by,” or “Screen Story by” screen credit, then Company shall provide
in the contract of sale or in the license that the writer shall be accorded
appropriate credit reflecting such screen credit in:

a. the program for the stage presentation based upon such screenplay,

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 b. newspaper advertising of one-half page or larger for the Broadway
showings of such stage presentation, and

c. billboards and lobby displays for such stage presentations,

but only if general credits are also accorded in such programs, newspaper
advertising, lobby displays, and billboards, e.g., director credit, stage play
writer credit, producer credit, choreographer credit, and the like. The failure
of the purchaser or licensee of the stage presentation rights to comply with
such contractual requirements shall not constitute a breach of this Agreement
by the Company.

28. a. Notwithstanding any other provision of this Schedule A, but subject to

the provisions of subparagraph 28.d. below, if the individual producer
or director is accorded a “production” or “presentation” type of credit,
such as “A Sam Jones Production” or “A Sam Jones Picture” or “A
Sam Jones Presentation” or “A Sam Jones Film,” on the screen
(wherever such credit may appear on the screen other than in the
position where such individual producer or director credit would
normally appear pursuant to this Schedule A), such “production” or
“presentation” type of credit may be accorded in a different style
and/or a different size (whether larger or smaller) of type than used to
accord credit to the writer of the screenplay, subject to the following:

(1) If such “production” or “presentation” type credit on the screen

is in such different style or different size of type, it shall not be
placed on the screen between the card according credit to the
writer of the screenplay and the card according credit to the
director of the motion picture; and

(2) Such writer shall receive credit in size of type not less than fifty
percent (50%) of the size of type used for such “production” or
“presentation” credit.

b. Subject only to the provisions expressly relating thereto contained in

this Paragraph 28 and in Article 48.I., the matter of “production” or
“presentation” type credit shall not be governed by this Basic
Agreement, it being agreed that the Company may accord such
“production” or “presentation” type credit as it may see fit.

c. [Deleted.]

d. When a “production” or “presentation” type of credit is given by the

Company in advertising:

(1) The writing credit(s) in such advertising shall be in the same

size of type as the size of the type of the “production” or
“presentation” credit if such a credit is accorded to the producer
or the director of the picture, and not less than one hundred
percent (100%) of the size of the type of the largest
“production” or “presentation” credit if two (2) or more persons
receive such “production” or “presentation” credit, and not less
than the size specified in subparagraph (2) below. In all cases,

- 383 -
 such credit will be given in the same style of type as the credit
of the individual receiving the largest “production” or
“presentation” credit. The provisions of this subparagraph (1)
shall not apply when a “production” or “presentation” credit is
given to a writer (alone or with one or more other persons) and
such writer receives sole writing credit for the respective
motion picture.

(2) When a single “presentation” or “production” credit is

accorded, the writing credits shall be in size of type not less
than twenty percent (20%) of the size of the type of the main
title, as such title appears in the advertising involved. When
more than one (1) “presentation” or “production” credit is
accorded, the size of the writing credits shall be increased by an
additional five percent (5%) of the main title for each such
additional “production” or “presentation” credit (e.g., a total of
twenty-five percent (25%) for two (2), thirty percent (30%) for
three (3), etc.). For the purposes of this paragraph, if two (2) or
more names are used on one (1) line in one (1) “presentation”
or “production” credit, such will count as one (1) “presentation”
or “production” credit (e.g., “A John Jones-Bob Brown
Presentation;” but not “A John Jones Production of a Bob
Brown Presentation”).

(3) The credit accorded to the author of the source material is not
subject to the restrictions of this subparagraph 28.d. and shall
not be considered a “production” or “presentation” credit.

(4) The provisions of this subparagraph 28.d. shall not apply: (i) to
impersonal corporate “presentation” or “production” credits
when the corporate name is wholly impersonal, such as
“Columbia Pictures Corp. presents,” and shall further not
apply to the names of any distributing company, whether or not
impersonal, including Walt Disney Productions; and (ii)
advertisements less than four (4) column inches in size, teasers
and special advertising.

The Guild agrees to discuss with the Companies its policy with
respect to issuance of waivers for the inclusion of names of
corporate Employers in paid advertisements.

Notwithstanding anything to the contrary set forth above in

subparagraph 22.b. or in this subparagraph 28.d., both inclusive, all
credit requirements of contracts in existence on the effective date of
this Agreement which conflict with any of the provisions of said
paragraphs shall control, and such contracts may be performed in
accordance with their terms without regard to the provisions of said
paragraphs. All advertising and publicity contained in copy prepared
prior to the effective date of this Agreement which conforms to the
applicable requirements of the 2001 WGA – AMPTP Agreement may
continue to be used.

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29. On the request of either party for modification of this Schedule A on the
ground of hardship in the application of any of its provisions, the other party
agrees to meet and negotiate with respect to changes to eliminate such
claimed hardships.

30. When used in this Schedule A, the term “writer” or “employed writer” shall
have the same meaning as provided in Article 1.B.1.a. of the Basic
Agreement.

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 TELEVISION SCHEDULE A
TELEVISION CREDITS

1. Credit shall be given on the screen for the authorship of stories and teleplays
and shall be worded “Teleplay by,” “Story by,” or “Written by” (for story
and teleplay). The term “teleplay” means the script as produced on the
television screen or as shown in its final form, by whatever means the
medium may employ. In the exceptional case in which a writer has
contributed to the development of the final teleplay, but is not given teleplay
credit hereunder, credit in the form “Adaptation by” may be given, but such
credit shall be subject to automatic credit arbitration as provided in
Paragraph 17 of Television Schedule A. The credits specified in this
Schedule A (such as “Teleplay by,” “Story by,” “Written by,” etc.) shall not
be varied or embellished in any manner whatsoever without prior approval
by the Guild.

If a writer is entitled to “Written by” credit on a television motion picture

which he/she also produces or directs, unless the writer objects, nothing
herein shall prevent according credit on the screen and/or in paid advertising
in the following forms:

“Written and Produced by ,” or

“Written and Directed by ,” or
“Written, Produced, and Directed by .”

Subject to contractual commitments which may exist on May 1, 2001, a

writer who is entitled to credit on the screen and who has been paid, or has
been guaranteed payment of less than three (3) times the applicable
minimum provided for in this Agreement, including the minimums set forth
in Article 13.B.7.d. when applicable, for his/her writing services or literary
materials relating to the particular teleplay, shall have the right to have credit
given to him/her on the screen, advertising or otherwise in a reasonable
pseudonymous name. The writer shall exercise such right within the time
he/she may give written notice of protest as provided in Paragraph 13 of this
Schedule A; provided, however, that in the event of a timely protest by any
participating writer, the time to exercise his or her right to use a pseudonym
shall be extended to twenty-four (24) hours after the Guild’s credit
determination, but in no event later than the applicable time periods set forth
in Paragraph 14 of Television Schedule A. (None of the writer’s rights,
including but not limited to compensation of any kind, shall be affected by
the use of said pseudonymous name.)

2. The term “story” means all writing written substantially in whole by a

writer or writers as hereinbefore defined, representing a contribution distinct
from teleplay and consisting of basic narrative, idea, theme or outline
indicating character development and action. The term “source material”
means all material upon which a teleplay is based other than the story, as
hereinabove defined, including other material on which the story is based.
Credit shall be given for story authorship of teleplays to the extent and in the
forms provided in the following subparagraphs a. to e. inclusive:

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a. When a teleplay is based upon story and upon no other source
material, credit for story authorship shall be given to the television
writer and shall be worded, “Story by.”

b. When the teleplay is based upon source material, no story authorship

credit may be given to the television writer (except pursuant to
subparagraphs c. and d. below). Subject to contractual commitments
in effect on June 19, 1960 with source material authors, the source
material author may not be given “Story by” credit. It is understood
and agreed, however, that the Company may give the source material
author any appropriate credit other than the two words “Story by,”
and that the credit given to source material authors may include, but
shall not be limited to, the source material credits referred to in
subparagraph c. below.

c. When the teleplay is based upon both story and source material and
the story is substantially new or different from the source material,
credit for story authorship shall be worded, “Television Story by,”
which credit shall be subject to automatic credit arbitration as
provided in Paragraph 17 of this Schedule A. The foregoing shall not
limit the Company in giving credit to the author of source material
provided such credit shall indicate the form in which it was acquired,
such as, for example, “From a Play by,” “From a Novel by,” “From
a Radio Play by,” “From a Saturday Evening Post Story by,” “From
a Series of Articles by,” “From an Unpublished Story by,” “Based
Upon a Short Story by,” or other appropriate wording.

Notwithstanding anything in Article 1.A.12. or Articles 1.B.1.b. and

1.C.1.b. to the contrary, when a Company buys literary material and
there is a commitment for publication or exploitation of that material,
Company may agree to give appropriate source material credit
permissible under this subparagraph 2.c.

d. When the teleplay for a television motion picture (other than an MOW
sequel to a “first MOW,” as defined in Article 16.B.2.b., in which a
writer(s) has separation of rights) is based upon a sequel story, credit
for such sequel story shall be given in the form “Story by” and the
author of the source material upon which such sequel is based may be
given credit, “Based Upon Characters Created by,” or other
appropriate form of credit. If the source material is in the form of a
format or characters, then the source material credit may be given in
the following forms: “From the Format by,” or “Characters Created
by.” In the case of a remake, credit to the writer(s) of a prior motion
picture upon which the remake is based (in whole or in part) may be
in the form of “Based upon a Teleplay by.”

When the teleplay for an MOW sequel is based upon a sequel story,
credit for such sequel story shall be given in the form “Story by” and
the writer(s) entitled to separation of rights in the first MOW on which
the MOW sequel is based shall be given credit in the form, “Based on
Characters Created by” on each MOW sequel to the first MOW. For
the purpose of placement and size on screen, such credit shall be
deemed a source material credit under Paragraph 7 of this Television

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 Schedule A. However, when Company exploits the series sequel
rights of such first MOW, the provisions of Paragraph 23 of this
Television Schedule A (“Created by” credit) shall apply in lieu of the
foregoing obligation to accord credit in the form, “Based on
Characters Created by.”

e. Upon the written request of a writer made prior to his/her acceptance

of employment in connection with a designated program or upon the
written request of a then-employed writer at the time of his/her
assignment to a designated program, the Company shall notify
him/her in writing of any then-existing contractual obligations to give
credit for source material in connection with such program. The
Company shall not thereby be limited from making subsequent
contractual obligations to give source material credit as above
provided in connection with such program. Neither the existence of
any form of credit obligation nor the giving of any such credit
information shall relieve a writer from his/her obligation to render
services and otherwise perform as provided in his/her employment
agreement. A Company which furnishes a writer hereunder with
inaccurate or incorrect information shall not be deemed to be in
breach of this Basic Agreement or its employment agreement with
such writer if the Company at the time of giving such credit
information believes in good faith such information is correct.

The Company shall be deemed to be contractually obligated in any of

the cases above-mentioned if the Company in good faith considers
itself so obligated. Nothing herein contained shall limit the Company
from using and purchasing source material, from entering into
agreements to give source material credit therefor, as above provided,
and from carrying out such credit obligations as may be therein
provided.

In the case of a variety or audience participation program for which a

writer has contributed material and is not otherwise entitled to be
included in the “Written by” credit customarily shared by such
writers, additional credit may be given for such material in the form
“Special Material by.” Writers of variety and audience participation
shows shall be deemed included under all the provisions of this
Schedule A, the same as writers of dramatic programs despite the fact
that only “story” and “teleplay” are hereinafter referred to, and when
credits for variety or audience participation shows are involved
hereunder, the terms “Written by” and “Special Material by” shall be
deemed included whenever the terms “Story by” and “Teleplay by”
appear.

3. Screen credit for teleplay will not be shared by more than two (2) writers,
except that in unusual cases, and solely as the result of Guild arbitration
provided hereunder, the names of three (3) writers or the names of two (2)
writing teams may be used. A writing team for the purpose of this Schedule
A only shall be deemed to be two (2) writers (excluding production
executives), or three (3) writers (excluding production executives) when
employed pursuant to the terms of Article 13.B.1.b., who have been assigned
at about the same time to the same script and who work together for

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 approximately the same length of time on the script. The same limitation
shall apply to screen credit for story authorship by writers hereunder.

4. The limitation as to the number of writers receiving credit provided for in

Paragraph 3 shall apply to all teleplays except multiple-story teleplays,
revues, variety and audience participation shows.

5. Unless the writing of the story and/or teleplay is done entirely without any
other writer, no story or teleplay credit to a production executive shall
become final or effective unless approved by a credit arbitration as herein
provided, in accordance with the Guild rules for the determination of such
credit. Such credit arbitration, however, shall be without prejudice to the
Company’s position in any arbitration relating to payment pursuant to
Article 13.B.7.c. A production executive for the purpose hereof shall be
defined as any employee of Company customarily hired for or engaging in
activities considered part of the managerial phase of Company’s business
activities. If Company shall claim that a writer has been assigned to write a
teleplay based upon a story composed or created by a production executive,
the story and teleplay shall be subject to an automatic arbitration pursuant to
the provisions of this Schedule A.

6. When more than one (1) writer has participated in the authorship of a story
and/or teleplay, then all participants will have the right to agree unanimously
among themselves as to which of them shall receive writing credits on the
television screen, provided that the form of credit agreed upon shall be in
accordance with the terms of this Credits Schedule and, provided further, the
agreement is reached in advance of arbitration and the form of such credit is
not suggested or directed by the Company. If such unanimous agreement is
communicated to the Company before the final determination of credits
hereunder, the Company will accept such designation of credits, and such
agreed credits shall become final hereunder. The Company will confirm
such agreed credits by sending notice thereof to all participants and to the
Guild in the manner provided in this Schedule, Paragraphs 10-11. In no case
shall a writer grant to another writer, or accept for himself/herself, credit
which is not properly earned.

7. Writing credit, required under the provisions of this Schedule A and as

finally determined hereunder, shall appear on a separate card or cards on the
television screen subject to the following conditions:

a. Writing credit (other than source material credit) may appear on the
same card on which appears the title of the particular episode, but in
no event in size of type less than thirty percent (30%) of the size of
the title; or

b. Writing credit, including source material credit, if given, may appear

on a separate card or cards immediately following the title card of the
particular episode; or

c. Writing credit, including source material credit, may appear

immediately prior to or following immediately after the director’s
credit. Writing credits placed pursuant to this subparagraph c. shall
not be more than the second personal credit prior to the beginning or

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 subsequent to the ending of the teleplay, as the case may be. For this
purpose, however, if source material credit appears on a separate card
from the other writing credits, these two (2) separate cards
immediately succeeding each other shall count as one (1) credit.
Commercials or a credit to the production company shall not be
deemed to be a “personal credit” for the purposes of this provision.

When two (2) or more episodes of the same series or serial are
exhibited back-to-back, whether in the medium of original exhibition
or in a subsequent medium of exhibition, the Company may place all
writing credits before the first episode or program, so long as the
writing credits: (1) are clearly identified with the correct episode or
program name or a designation such as Part I or Part II, (2) appear on
the same card as the episode or program name or designation, and (3)
appear in the same relative position as otherwise required. If there are
more than two (2) episodes exhibited back-to-back or the directing
credit of each episode appears on separate cards, the writing credits of
each episode must appear on separate cards.

d. Credit for Anthology Series. With respect to anthology series only,

the Company shall give the writing credits in either of the positions
set forth in subparagraph a. or b. above unless the initial sponsor of
the series having the right to do so pursuant to its agreement with the
Company requires the Company to refrain from placing the credit in
either of such positions. In such case, however, the Company shall
place the writing credits as provided in subparagraph c. above.

e. The credit given to a television writer or writers pursuant to this

Schedule A shall precede (but need not immediately precede) source
material credit except that:

(1) the obligation imposed by this sentence should be subject to

contractual commitments, heretofore or hereafter entered into
by the Company with any source material author, requiring that
source material credit precede television writing credit;

(2) the Company shall in any event have the right to give
precedence to source material credit if the source material
author’s name has marquee value.

For purposes of illustration, a few examples of names having marquee value

are: Kathleen Norris, Paddy Chayefsky, Ernest Hemingway, Erle Stanley
Gardner, George Axelrod, Ogden Nash and John Van Druten.

If roller-type credits are used, the Company, in lieu of the use of a separate
card, shall set the writing credits in such fashion that when they are centered
on the screen, no other credit shall be visible. Source material credit may be
given on the same card on which other writing credits appear provided that
writing credit (other than source material credit) shall be the first credit
appearing on such card and, provided further, that the source material credit
shall not occupy more than forty percent (40%) of the space on such card
and is not displayed more prominently than the other writing credits
appearing thereon; provided, however, that this provision shall be subject to

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 and not affect any individual personal service agreements in effect on March
18, 1957. In no event, however, shall source material credit be included on
the card on which the other writing credits appear with the title of the
particular episode.

Teleplay credit shall precede story credit, it being understood that if both are
on the same card, teleplay credit shall be the first credit and both credits
shall be in the same style and size.

8. A Company shall not enter into any contract to give credit to any writer or
writers hereunder for reasons of the writer’s prestige or for any reasons other
than earned credit, and writing credit for any writer or writers shall be
assigned solely on the basis of actual contribution to the story or teleplay as
determined in the event of question by the credits arbitration machinery of
the Guild.

9. [Deleted.]

10. A writer who has participated in the writing of the teleplay or of the story
(other than source material) with respect thereto, and, in the case of a
remake, any writer who has received credit under this Agreement or under a
predecessor Agreement to this Agreement for either story (other than source
material) or teleplay or screenplay in connection with a prior version of the
motion picture previously produced for theatrical release, for free or basic
cable television exhibition or for Supplemental Markets, shall, for the
purpose of this Basic Agreement, be considered a participant. As a
participant, the writer shall be entitled to participate in the procedure for
determination of writing credits. The Guild shall cooperate with the
Company when possible by providing information when requested relating
to the writers of the prior version(s) of the motion picture. This paragraph
shall not apply if it conflicts with contractual commitments entered into prior
to March 2, 1981, if said commitments were valid at the time the contractual
commitment was made.

11. Before the writing credits are finally determined, the Company will send
concurrently to each participant and to the Guild written notice, which will
state the Company’s choice of credits on a tentative basis, together with the
names of all participants and their addresses last known to the Company.
Said notice will be sent as soon as practicable following completion of
principal photography. When the Company deems its record of participants
incomplete, it may comply with the foregoing by giving notice to each writer
whose name and address are furnished by the Guild within two (2) days after
the Company’s request for such information, in addition to giving notice to
each participant shown in its own records.

If there is confusion as to the identity of a participating writer listed on the

Company’s notice of tentative credits because two (2) or more writers have
the same first and last name, then Company shall, upon request of the Guild,
furnish to the Guild such writer’s Social Security number, if known to the
Company, or the employer identification number of such writer’s loan-out
company.

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 The Company shall on such notice of tentative credits, for the information of
the Guild and participants, state the form of any source material credit which
the Company intends to use in connection with the motion picture. Such
credits shall not be subject to protest and arbitration as hereinafter provided
but the Guild shall have the right to object to the form of such credit.

At the Company’s request, the Guild may, but shall not be obligated to,
make a tentative determination of screen credits and send out the notice.

12. The notice specified in Paragraph 11 hereof will be sent by telegram to

writers outside of the Los Angeles or New York area, depending on the
place of production, or by telegram, messenger or special delivery mail to
writers in such areas. No notice will be sent to writers outside of the United
States or writers who have not filed a forwarding address with the Company.
In case of remakes, the Company shall not be under any obligation to send
any notice to any writer contributing to the teleplay or story of the original
production, unless the writer has received credit.

Notices may be sent by mail, telegram or personal delivery as above

provided. If notices are mailed, registered or certified mail shall be used,
with return receipt requested; the failure of the addressee to sign or return
the receipt shall not invalidate the notice.

13. The Company will keep the final determination of screen credits open until a
time specified in the notice by the Company, but such time will not be
earlier than 6:00 p.m. of the fifth business day following the next day after
the dispatch of the notice above specified; provided, however, that if, in the
good faith judgment of the Company, there is an emergency requiring earlier
determination and the Company so states in its notice, such time will not be
earlier than 6:00 p.m. of the next business day following the next day after
the dispatch of the notice above specified. If, within the time specified, a
written protest of the tentative credits has not been delivered to the Company
from any participant or from the Guild, the tentative credits shall become
final. Every protest, including that of the Guild, shall state the grounds or
basis therefor in the notice thereof. The Guild agrees not to use its right of
protest indiscriminately.

14. If a written protest of the tentative credits is received by the Company from a
participant or the Guild within said period, the Company will withhold final
determination of credits until a time to be specified by the Company, which
time will not be earlier than eight (8) business days after the Company
delivers to the Guild all of the scripts involved; provided, however, that if, in
the good faith judgment of the Company, there is an emergency requiring
earlier determination and the Company so states in its notice, said time may
be no earlier than one hundred forty-four (144) hours after the Company
delivers to the Guild all of the scripts involved, except that if all the scripts
are delivered to the Guild on a Friday before twelve noon, the time shall be
no earlier than one hundred twenty (120) hours after the time the Company
delivers to the Guild all the scripts involved.

In any case in which the Guild’s arbitration committee is required to read

more than four (4) scripts pursuant to a protest hereunder, the Company shall
be required to add to the eight (8) business days, one hundred forty-four

- 392 -
 (144) hours or one hundred twenty (120) hours above provided a period of
twenty-four (24) hours for each additional script or fraction thereof.

If the material is voluminous or complex, or if other circumstances beyond

the control of the Guild necessitate a longer period in order to render a fair
decision, and the Guild requests an extension of time for arbitration, the
Company agrees to cooperate wherever practicable. The Company will not
unreasonably deny the Guild’s request for an extension of time. Agreements
for extension of time shall be in writing and shall specify the new date by
which the Company will be advised of the arbitration decision.

15. Upon receipt of a protest, the Company will deliver three (3) copies of the
final script and three (3) copies of all material written by the participants and
three (3) copies of all available source material to the Guild offices in Los
Angeles or New York and the Company shall notify the participants and the
Guild by telegram informing them of the name of the protesting party and
the new time set for final determination.

16. Any notice specified in the foregoing paragraphs shall, unless a specified
form of service thereof is otherwise provided for herein, be sent by the
Company by telegraphing, mailing or delivering the same to the last known
address of the writer or may be delivered to the writer personally, and to the
Guild at the last known address of the Guild in Los Angeles or New York.

17. Unless a unanimous agreement has been reached in accordance with

Paragraph 6 hereof, any participant or the Guild may, within the period
provided for in Paragraph 13 hereof, file with the Company at its studio and
the Guild at its Los Angeles or New York office, as the case may be, a
written request for arbitration of credits. In any case in which automatic
credit arbitration is required under this Schedule A, the Guild will be
deemed to have made a written request for arbitration of credits at the time
the Company submits the notice of tentative credits and, in such case, the
Company will immediately make available to the Guild the material as
provided for under Paragraph 15 of this Schedule A. The Guild through its
arbitration committee shall, within the time limit specified by the Company,
make and advise the Company of its decision within the limitations of this
Schedule A. In the event the decision of the arbitration committee is not
rendered within said period, as the same may have been extended by the
Company, the Company may make the tentative credits final, provided the
terms and provisions of this Schedule have been fully complied with by the
Company.

Prior to the rendition of the decision, a special committee of writers may

make such investigations and conduct such hearings as may seem advisable
to it. The Company shall cooperate with the arbitration committee to arrive
at a just determination by furnishing all available information relative to that
arbitration. Upon request of the arbitration committee, the Company shall
provide the committee with a copy of the cutting continuity if it is available
at the time of arbitration.

The decision of the Guild arbitration committee with respect to writing

credits, including any Policy Review Board established in connection
therewith, insofar as it is rendered within the limitations of this Paragraph

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 17, shall be final, and the Company will accept and follow the designation of
screen credits contained in such decision and all writers shall be bound
thereby.

If the matter is referred to a Policy Review Board of the Guild, the Guild
shall have an additional five (5) business days within which to render its
credit arbitration decision; provided, however, that if, in the good faith
judgment of the Company, there is an emergency and the Company so states
in its notice, the Guild’s time shall not be extended except as provided in
Paragraph 14.

18. The decision of the Guild arbitration committee may be published in such
media as the Guild may determine. No writer or Company shall be entitled
to collect damages or shall be entitled to injunctive relief as a result of any
decision of the committee with regard to credits. In signing any contract
incorporating by reference or otherwise all or part of this Basic Agreement,
any writer or Company specifically waives all rights or claims against the
Guild and/or its arbiters or any of them under the laws of libel or slander or
otherwise with regard to proceedings before the Guild arbitration committee
and any full and fair publication of the findings and/or decisions of such
committee. The Guild and any writer signing any contract incorporating by
reference or otherwise referring to this Schedule A, or any writer consenting
to the procedure set forth in this Schedule A, shall not have any rights or
claims of any nature against any Company growing out of or concerning any
action of the Guild or its arbiters or any of them, or any determination of
credits in the manner provided in this Schedule A, and all such rights or
claims are hereby specifically waived.

19. In the event that after the screen credits are determined as hereinabove
provided, material changes are made in the script, either the Company or a
participant and the Guild jointly may reopen the credit determination by
making a claim to the Guild or Company, as the case may be, within
forty-eight (48) hours after completion of the writing claimed to justify the
revision of credits, in which case the procedure for determining such revised
credits will be the same as that provided for the original determination of
credits.

The Company agrees to make revisions in advertising material previously

forwarded to the processor or publisher to reflect such redetermined credits,
provided that such revisions can physically and mechanically be made prior
to the closing date of such processor or publisher and at reasonable expense
and provided the processor or publisher has not yet commenced work on that
part of the material which the change would affect.

20. No writer shall claim credit for any participation in the screen authorship of
any teleplay or story for which the credits are to be determined by the
procedure herein provided for prior to the time when such credits have in
fact actually been so determined, and no writer shall claim credits contrary
to such determination.

21. Writing credit for movies-of-the-week and television specials such as

mini-series, multi-part series and “long form” television programs (but not
necessarily in the form specified in Schedule A), shall be included in

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publicity releases issued by the Company relating to the television motion
picture when the producer and the director are mentioned, whether in the
form of a “production” or “presentation” credit or otherwise, except when
such release is restricted to information about such individual or individuals.
Prior to a final determination of credits, the Company shall include those
credits which it in good faith believes to be a fair and truthful statement of
authorship.

In addition to the requirements set forth above, the Company will include the
identity, background and filmography of the credited writer(s) in standard
print and electronic press kits relating to a long-form television motion
picture, if such information about the director is also included. Each
participating writer shall supply a copy of his/her filmography to the
Company’s advertising/publicity department at the time of final submission
of his/her literary material to the Company. It is understood that the
Company may edit the writer’s filmography for use in such press kits.

Unless notified otherwise by the Company, each credited writer on a long-

form television motion picture will be interviewed for the purpose of
including material about the credited writer(s) in the standard electronic and
print press kits for the motion picture, or on DVDs or laserdiscs containing
the motion picture, if the Company interviews the director for the same
purpose. The Company shall not be required to provide transportation or
accommodations for interview sessions for such writers. (If interviews are
conducted prior to the final determination of writing credits, the writer(s)
whom the Company in good faith believes will be entitled to writing credit
will be interviewed.) However, the decision to include or exclude all or any
part of the interview material, and the form of the material to be included,
shall rest solely within the discretion of the Company, except that the
Company will not include interview material with uncredited writers in press
kits issued after a final determination of credits, if practicable, and the
Company will not include interview material with uncredited writers on
DVDs or laserdiscs.

The provisions of the two preceding paragraphs are subject to the Article
48.E. “Hot Line Dispute Resolution” mechanism, but are not subject to
grievance or to arbitration.

With reference to credits in advertising which is contracted for by the

Company and which is more than eight (8) column inches in size, if the
name of the individual producer or director (or executive producer as an
individual) is included, the name of the writer shall be included and the
writer shall receive parity as to size and style of type with the director,
producer and executive producer. In connection with an anthology or
episodic series, or serial, if advertising credit is given to a producer or a
director (or an executive producer as an individual) only in connection with
advertising the entire series, the writer shall be given credit in such
advertising when the number of scripts contributed by such writer shall
equal the number of programs produced or directed by the producer, director
or executive producer receiving such advertising credit. If spoken credits
are accorded to the producer or director (or executive producer as an
individual), they shall also be accorded to the writer. Oral self-identification

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by a producer or director or executive producer shall not be deemed to be a
spoken credit for the purpose hereof.

With regard to advertising in Los Angeles or New York trade publications

for a television series, or any individual episode of a series, if credit is given
to a director, producer or executive producer with reference to the series, the
writer(s) entitled to “Created by” or “Developed by” credits shall receive
parity of credit with such executive producer, producer or director.

The foregoing provisions of this Paragraph 21 shall not apply to

congratulatory or award advertising in which no one is mentioned other than
the person(s) being congratulated for a nomination or award.

The following shall govern advertising relating to consideration for an award

(e.g., “For Your Consideration . . .” advertisements): If either the director
or the producer (or the executive producer as an individual) is named in such
advertising together with any other person, then Company shall be obligated
to accord credit to the writer(s) in such advertisement in accordance with the
fifth paragraph of Paragraph 21. However, if such an advertisement is
placed for a single television motion picture in which no one is named other
than the director(s), or the producer(s) or executive producer(s) alone, or if
such an advertisement is placed for a television series or serial in which no
one is named other than the executive producer(s) alone or with starring
actors, then the foregoing obligation to accord credit to the writer(s) shall not
apply.

In the event that the Company licenses or grants to any third party the right
to make any of the uses of serial or episodic series material specified in
Article 15.B.14., it shall use its best efforts, in contracting with such third
party, to require such third party to accord to the writer or writers of such
material credit therefor which is appropriate to the field or medium for
which such material is licensed. If Company itself uses such material
pursuant to Article 15.B.14.a. or e., it will accord appropriate credit to such
writer or writers in connection therewith, but, in the event of any dispute
concerning the appropriateness of such credit, the Company’s decision shall
be final.

The Company shall require that all writing credits as they appear on the
screen appear in any published version of the whole or substantial part of a
teleplay. The credit on a novel based on a teleplay shall indicate that the
novel is based on that teleplay. Such writing credit shall appear on the title
page in the same size and style of type used for the writer of the novel. If
the name of the writer of the novel appears on the cover, the “Teleplay by”
or “Written by” credit shall also appear on the cover in the same size and
style of type as the writer of the novel; provided, however, that the writing
credit need not so appear if the writer of the teleplay is the writer of the
novel. The contract with the publisher shall provide that this credits
provision is for the express benefit of the writer and the Guild, and that the
publisher will comply with such requirements, but the failure of a publisher
to comply with any of such requirements shall not constitute a breach by the
Company.

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 Nothing contained in this Paragraph 21 shall be deemed to affect, limit or
modify the provisions of Article 15.B.8. of this Basic Agreement, it being
the intent that a “Buyer” executing an assumption agreement under
subparagraph 8. shall in all respects be in the same position as the “Seller.”

No casual or inadvertent breach of any of the foregoing shall be deemed to

constitute a default or a breach by the Company of this Basic Agreement.

The Guild agrees to discuss with the Companies its policy regarding
issuance of waivers for the inclusion of names of corporate employers in
paid advertisements.

If the domestic version of the laserdisc or DVD containing the long-form

television motion picture, or the Internet web page dedicated to the specific
long-form television motion picture, contains a filmography of the director,
then it will also contain a filmography of the credited writer(s). Each
participating writer shall supply a copy of his/her filmography to the
Company’s advertising/publicity department at the time of his/her final
submission of literary material to the Company. It is understood that the
Company may edit the writer’s filmography for inclusion on the laserdisc,
DVD or Internet web page. The provisions of this paragraph are subject to
the Article 48.E. “Hot Line Dispute Resolution” mechanism, but are not
subject to grievance or arbitration.

22. No commercial or advertising matter, audio or visual, shall appear on or

above the writer’s card either as background or otherwise. The following
uses of a sponsor’s name, mark, slogan, product or package shall not be
deemed to involve an appearance of “commercial or advertising matter:”

a. Such use as a part of or in direct conjunction with the title of the

program or program series, (as in “DuPont Show of the Month,” “GE
Theatre,” “US Steel Hour”);

b. Such use as an integral part of draperies, sets, or props appearing

under a superimposition of credits when such draperies, sets or props
were used in the entertainment portion of the program (as in various
types of variety, comedy-variety and audience participation
programs);

c. The superimposition of a crawl or roller-type credit over a still or

moving photograph of a sponsor’s product on a set or sets used in the
entertainment portion of the program when the use, demonstration, or
exhibition of such product was integrated with the entertainment
portion of the program;

d. Such use as a part of the playing or singing of the sponsor’s musical

theme.

Anything in this Paragraph 22 to the contrary notwithstanding, it is

understood and agreed that, on any particular program, the writer will be
given parity of treatment with the director insofar as the appearance of
commercial or advertising matter on their respective cards is concerned.

- 397 -
23. A credit on the screen in the form “Created by” shall be given on each
episode of an episodic series or serial to the writer when such writer has
separated rights and is entitled to sequel payments for such episode under
Article 16.B.2.a. Such credit (“Created by”) shall be on a separate card and
shall be contiguous to a writing credit or, if the writer(s) entitled to the
“Created by” credit gives (give) written approval, such credit may be placed
on a single card immediately following the main cast of actors in the main
titles. The Company may contract to give such credit to any person, but
such contract shall provide that in the event another writer is determined to
be entitled to such credit, as above provided, that writer shall be given the
“Created by” credit and the person whose contract provided for such credit
may be given a “Developed by” credit or other similar credit. If the contract
providing for “Created by” credit was executed prior to June 16, 1966, such
credit may be given notwithstanding the above provisions. In the event no
one is entitled to such separation of rights or in the case of anthology
episodes, nothing herein shall prevent, or require, the giving by the
Company of a “Created by” credit.

a. A writer entitled to “Created by” credit shall be given appropriate

source material credit in hard cover or paperback book publications
arising out of the series. The contract with the publisher shall provide
that this provision is for the express benefit of the writer and the
Guild, but the failure of a publisher to comply with such requirement
shall not constitute a breach by the Company.

b. With regard to any episodic series or serial in which a writer subject to

this Basic Agreement has separated rights, is entitled to sequel
payments under Article 16.B.2.a. and receives a “Created by” credit,
if the Company desires to grant a “Developed by” credit, such credit
may only be given for writing and shall be subject to a Guild
arbitration to determine its appropriateness. The Guild’s decision in
this regard shall be final.

c. A “Developed by” or “Developed for Television by” or any like credit

may be given only to a person who has contributed to the writing of
the program, series or episode involved; provided, however, that any
such credit provided for in any contract in existence on March 2, 1981
may be given whether or not it satisfies the requirements of this
subparagraph c.

24. A credit entitled “Narration Written by” or “Narration by” shall be in

accordance with the chart immediately following Paragraph 31 of this
Television Schedule A.

25. Notice of tentative credits shall be in the following form, which form has
been approved by the Guild:

NOTICE OF TENTATIVE WRITING CREDITS

TO: Writers Guild of America, west, Inc., 7000 West Third Street, Los Angeles,
California 90048 [or to Writers Guild of America, East, Inc., 555 West 57th
Street, New York, New York 10019] and participating writers.

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NAMES OF PARTICIPATING WRITERS ADDRESSES

Title of Episode: Production #

(indicate if pilot)
Series Title:

Producing Company:

Executive Producer:

Producer: Assoc. Producer:

Director: Story Editor (or Consultant):

Other Production Executives, if Participating Writers:

Writing credits on this episode are tentatively determined as follows:

ON SCREEN:

Source material credit ON THIS EPISODE (on separate card, unless otherwise
indicated), if any:

Continuing source material or Created by credit APPEARING ON ALL

EPISODES OF SERIES (on separate card, unless otherwise indicated), if any:

The above tentative credits will become final unless a protest or request to read the
final script is communicated to the undersigned not later than 6:00 p.m. on .
(date)
By:
(Company)

Date:

26. a. When the Company supplies publicity material to newspapers, trade

papers or periodicals prior to the final determination of credits as
herein provided, the Company may include such credits for writing as
the Company in good faith believes to be a fair and truthful statement
of authorship. After notification of the final determination of credits,
the Company shall not issue or release any publicity which shall state
authorship contrary to such determination. No casual or inadvertent
breach of the foregoing shall be deemed to constitute a breach by the
Company.

b. When the Company supplies material to newspapers and periodicals,

such as TV Guide, for listing programs, it will list writing credits if
they have theretofore been determined.

- 399 -
27. When the Company has failed to provide credit on the screen in accordance
with final credit determination, it shall correct each print before such print is
retelecast and place a full-page advertisement in either Daily Variety or The
Hollywood Reporter specifically crediting the writer. Such remedies shall
be in addition to any claim the individual writer may have for damages by
reason of such failure to provide proper credit.

28. Each writing credit card required hereunder shall appear on the screen a
minimum of two (2) seconds, or the length of the producer’s or director’s
credit, whichever is shown longer.

29. If, by reason of method of assignment of the writer or other circumstances in

connection with a program or series, the provisions of this Schedule A are
inappropriate, either the Guild or the Company may raise the question of
such inappropriateness and the mutual agreement reached by them with
respect to the credit to be given, if any, shall be binding and conclusive on
these parties and the writers.

30. A writer also employed in the additional capacity of a story editor for any
episodic series or serial shall receive a credit as story editor on a separate
card. Any form of credit for such person other than “story editor,” “story
consultant,” or “story supervisor,” cannot be used without Guild approval.
Credit for such story editor shall not be deemed a credit for screen
authorship within the meaning of Article 8 of this Basic Agreement or
within the scope of Paragraphs 1 to 29, both inclusive, of this Television
Schedule A, for any purpose whatsoever, including but not limited to the
procedure for determining credits for screen authorship. Any person entitled
to such credit (whether in the forms stated or otherwise) under any contract
in existence on the effective date of this Agreement may be given such credit
as required by such contract, whether or not it satisfies or is consistent with
the provisions of this Paragraph 30.

31. At the Company’s election, in the case of the theatrical exhibition of a

television motion picture, the word “screenplay” may be substituted for
“teleplay,” the phrase “screen story” may be substituted for “television
story,” and the writing credits on screen, in advertising and publicity may
otherwise comply in all respects with the provisions of Theatrical Schedule
A.

- 400 -
 NARRATION
(by writer other than writer of teleplay or story and teleplay)

FILM ASSEMBLED IN STORY SEQUENCE

Nature of Material Credit to Narration Freelance Residuals to

Already Written Writer1 Minimum Narration Writer
under MBA when
Narration Writer
Hired
1. “Narration Written See Rate Yes, based on % of
by” Schedule A applicable freelance
minimum in Rate
Schedule A
2. Story only “Narration Written See Rate Yes, based on % of
by” (If story credit, Schedule A applicable freelance
then on same card) minimum in Rate
Schedule A
3. Story and None, but if over 8 See Rate If “Narration by”
Teleplay minutes of narration Schedule C credit, then only
(aggregate), only shared residuals, as
receive “Narration determined in WGA
by” credit (same card) credit arbitration
(aggregate of no more
Automatic arbitration than story & teleplay
residuals)

1
Credits not to affect rates – There is no separation of rights for narration.

- 401 -
 NARRATION
(by writer other than writer of teleplay or story and teleplay)

FILM FOOTAGE NOT ASSEMBLED IN STORY SEQUENCE

Nature of Material Credit to Narration Freelance Residuals to

Already Written Writer2 Minimum Narration Writer
under MBA when
Narration Writer
Hired
1. “Written by” See Rate Yes, based on % of
Schedule B applicable freelance
minimum in Rate
Schedule B
2. Story only “Narration Written by” See Rate Yes, based on % of
(If story credit, then on Schedule A applicable freelance
same card) minimum in Rate
Schedule A
3. Story and None, but if over 8 See Rate If “Narration by”
Teleplay minutes of narration Schedule C credit, then only
(aggregate), may receive shared residuals, as
“Narration by” credit determined in
(same card) WGA credit
arbitration
Automatic arbitration

2
Credits not to affect rates – There is no separation of rights for narration.

- 402 -
 SIDELETTER TO THEATRICAL SCHEDULE A
AND TO TELEVISION SCHEDULE A

As of November 1, 2004

John McLean
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Re: Committee On Credit Determination Process

Dear John:

This will confirm the agreement reached in the negotiations leading up to the 2004
WGA Theatrical and Television Basic Agreement to establish a committee
comprised of representatives of the Guild and the Companies which will meet on
an “as needed” basis to discuss ways to improve and expedite the credit
determination process for both theatrical and television motion pictures.

Sincerely,

J. Nicholas Counter III

JNC:jrs

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean, Executive Director

- 403 -
 TELEVISION SCHEDULE B

STANDARD FORM FREELANCE TELEVISION

WRITER’S EMPLOYMENT CONTRACT

Agreement entered into at , this day

of , 20 , between ,
hereinafter called “Company” and , hereinafter called “Writer.”

WITNESSETH:

1. Company hereby employs the Writer to render services in the writing,

composition, preparation and revision of the literary material described in
paragraph 2. hereof, hereinafter for convenience referred to as the “work.”
The Writer accepts such employment and agrees to render his/her services
hereunder and devote his/her best talents, efforts and abilities in accordance
with the instructions, control and directions of the Company.

2. FORM OF WORK:

( ) Plot outline (based on ).

( ) Story (based on ).
( ) Story and teleplay (based on ).
( ) Teleplay (based on ).
( ) Rewrite (of ).
( ) Polish (of ).
( ) Other material (described as ).

3. DELIVERY:

If the Writer has agreed to complete and deliver the work, and/or any
changes and revisions, within a certain period or periods of time, then such
agreement will be expressed in this paragraph as follows:

4. RIGHT TO OFFSET:

With respect to Writer’s warranties and indemnification agreement, the

Company and the Writer agree that upon the presentation of any claim or the
institution of any action involving a breach of warranty, the party receiving
notice thereof will promptly notify the other party in regard thereto.
Company agrees that the pendency of any such claim or action shall not
relieve the Company of its obligation to pay the Writer any monies due
hereunder, and the Company will not have the right to withhold such monies
until it has sustained a loss or suffered an adverse judgment or decree by
reason of such claim or action.

5. COMPENSATION:

As full compensation for all services to be rendered hereunder, the rights

granted to the Company with respect to the work, and the undertakings and
agreements assumed by the Writer, and upon condition that the Writer shall

- 404 -
 fully perform such undertakings and agreements, Company will pay the
Writer the following amounts:

a. Compensation for services $

b. Advance for television reruns $
c. Advance for theatrical use $

No amounts may be inserted in b. or c. above unless the amount set forth in

a. above is at least twice the applicable minimum compensation set forth in
the 2004 WGA – AMPTP Theatrical and Television Basic Agreement for
the type of services to be rendered hereunder.

If the assignment is for story and teleplay or teleplay, the following amounts
of the compensation set forth in subparagraph a. above will be paid in
accordance with the provisions of Article 13.B. of said Basic Agreement.

(1) $ following delivery of story.

(2) $ following delivery of first draft teleplay.
(3) $ following delivery of final draft teleplay.

In the event Writer receives screen credit on the television motion picture
based on the above work and said motion picture is exhibited theatrically,
Company shall pay to the Writer the additional sum of $
as provided in Article 15.B.13. of the Basic Agreement.

6. MINIMUM BASIC AGREEMENT:

The parties acknowledge that this contract is subject to all of the terms and
provisions of the Basic Agreement and to the extent that the terms and
provisions of said Basic Agreement are more advantageous to Writer than
the terms hereof, the terms of said Basic Agreement shall supersede and
replace the less advantageous terms of this agreement. Writer is an
employee as defined by said Basic Agreement and Company has the right to
control and direct the services to be performed.

7. GUILD MEMBERSHIP:

To the extent that it may be lawful for the Company to require the Writer to
do so, Writer agrees to become and/or remain a member of Writers Guild of
America in good standing as required by the provisions of said Basic
Agreement. If Writer fails or refuses to become or remain a member of said
Guild in good standing, as required in the preceding sentence, the Company
shall have the right at any time thereafter to terminate this agreement with
the Writer.

- 405 -
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on
the day and year first above written.

By
Company

Writer

(The foregoing Freelance Television Writer’s Contract may contain any other
provisions acceptable to both Writer and Company and not less favorable to,
inconsistent with or violative of any of the terms or provisions of the Basic
Agreement above mentioned.)

- 406 -
 ((WGA Stationery))

SIDELETTER A WITH EXHIBIT A

As of August 8, 1988;
Revised as of May 2, 1992;
Revised as of May 2, 1995;
Revised as of May 2, 1998;
Revised as of May 2, 2001;
Revised as of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Re: WGA-Affiliation Screen and Television Credits Agreement

Ladies and Gentlemen:

Provided that such agreement does not conflict with Company’s contractual
commitments and/or is not inconsistent with the provisions of Theatrical Schedule
A or Television Schedule A of the WGA – AMPTP Theatrical and Television
Basic Agreement of 2004, we have agreed that the provisions of the agreement
dated February 6, 1990, between WGA and the Alliance of Canadian Cinema,
Television and Radio Artists, the Australian Writers’ Guild, the New Zealand
Writers’ Guild, the Writers’ Guild of Great Britain, and the Société des Auteurs,
Recherchistes, Documentalistes et Compositeurs (herein collectively “members of
the Affiliation”) shall be applicable as to the determination of writing credits when
there is conflict in jurisdiction by reason of the engagement of a writer or writers
subject to the 2004 WGA – AMPTP Basic Agreement and a writer or writers
subject to the Collective Agreement of one or more of the above-named writers
guilds (or successors to these guilds) on a particular theatrical or television motion
picture. Said agreement is Exhibit A to the 2004 WGA – AMPTP Basic
Agreement.

We have further agreed that WGA will notify you if and when it has reached a new
agreement with members of the Affiliation. Unless you object to the provisions
and application of the revised agreement within thirty (30) days of your receipt of a
copy thereof from WGA, said revised agreement shall be deemed substituted in the
2004 WGA–AMPTP Basic Agreement for the letter of agreement of February 6,
1990 and, from and after said thirty (30) day period, shall be applicable as to the
determination of writing credits where there is such a conflict in jurisdiction.

- 407 -
Alliance of Motion Picture & Television Producers, Inc.
As of August 8, 1988; Revised as of May 2, 1992; Revised as of May 2, 1995;
Revised as of May 2, 1998; Revised as of May 2, 2001; Revised as of November 1,
2004
Page Two

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean, Executive Director

On behalf of the respective signatory companies represented by

THE ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III, President

- 408 -
EXHIBIT A TO SIDELETTER A

SCREEN AND TELEVISION CREDITS AGREEMENT

Agreement entered into this 6th day of February, 1990.

The purpose of this agreement is to establish procedures and to resolve differences

among the Alliance of Canadian Cinema, Television and Radio Artists, the
Australian Writers’ Guild, the New Zealand Writers’ Guild, the Writers Guild of
America (consisting of Writers Guild of America, East, Inc. and Writers Guild of
America, west, Inc.), the Writers’ Guild of Great Britain and the Société des
Auteurs, Recherchistes, Documentalistes et Compositeurs as to the determination
of writing credits on theatrical and television motion pictures when the collective
bargaining agreements of any two (2) such Guilds may be involved (e.g., by reason
of the engagement of writers under two (2) of such Guilds’ respective collective
agreements). We have agreed as follows:

1. a. If the Producer has its principal place of business for the

production of the motion picture in country A and the first
writer is engaged or literary material is acquired pursuant to the
Basic Agreement of the Guild in country A, then the Guild in
country A will conduct the credit arbitration.

b. If the Producer has its principal place of business for the

production of the motion picture in country A and the first
writer is engaged or literary material is acquired pursuant to the
Basic Agreement of the Guild in country B, then the Guild in
country B will conduct the credit arbitration, but the Guild in
country B may request the Guild in country A to conduct the
credit arbitration and the Guild in country A will accede to such
request.

2. That existing credits “Written by,” “Screenplay by,” “Story by,”

“Screen Story by,” “Television Story by” and “Teleplay by” continue
to be awarded in any international credit arbitration as they are now in
the respective Agreements and credits manuals. In the case of any
other credit, the credit agreement and manual of the Guild whose
Basic Agreement applies to the services of the first writer will apply.

3. That each Guild must annually file with each other Guild its master
list of credit arbitrators and the right of any writer to any reasonable
number of challenges to the list of another Guild shall be guaranteed.
As in all aspects of credits arbitrations, any challenges shall remain
confidential.

4. The Affiliated Guilds shall use their best efforts to keep one another
advised of any available information regarding employment of writers
or acquisition of material that would be subject to this agreement.

ALLIANCE OF CANADIAN CINEMA, TELEVISION AND RADIO

ARTISTS

By /s/ Margaret Collier

- 409 -
AUSTRALIAN WRITERS’ GUILD

By /s/ Janette Paramore

NEW ZEALAND WRITERS’ GUILD

By /s/ Joy Watson

SOCIÉTÉ DES AUTEURS, RECHERCHISTES, DOCUMENTALISTES ET

COMPOSITEURS

By /s/ Yves Legare

WRITERS’ GUILD OF GREAT BRITAIN

By /s/ Walter Jeffrey

WRITERS GUILD OF AMERICA

Writers Guild of America, East, Inc.

By /s/ Mona Mangan

Writers Guild of America, west, Inc.

By /s/ Brian Walton

- 410 -
 ((WGA Stationery))

SIDELETTER B - ARTICLE 42

As of August 8, 1988;
Revised as of May 2, 1992;
Revised as of May 2, 1995;
Revised as of May 2, 1998
Revised as of May 2, 2001
Revised as of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Ladies and Gentlemen:

The Guild agrees that the provisions of Article 42 of the WGA – AMPTP
Theatrical and Television Basic Agreement of 2004 shall not apply to member
companies (including future member companies) of the Alliance of Motion Picture
& Television Producers, unless any such company files for bankruptcy or fails to
honor an award rendered in grievance or arbitration, which award has been finally
confirmed in court. In either such event, the exemption provided by this letter shall
terminate, effective immediately, as to such company.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean, Executive Director

- 411 -
 APPENDIX A

GENERAL

The provisions of this Appendix A shall be applicable to the employment of

writers and the acquisition of literary material from a “professional writer”
for

Comedy-Variety Programs;

Quiz and Audience Participation Programs;

Serials - Other than Prime Time;

Other Non-Dramatic Programs (including non-dramatic children’s

programs1);

Dramatic Religious Programs; and

Documentary, News and Public Affairs Programs.

To the extent that provisions of the 2004 WGA – AMPTP MBA are
inconsistent with these provisions, this Appendix A shall supersede such
inconsistent provisions.

Article 1. Definitions

The following shall be added to Article 1.A.1.:

The term “television program(s)” shall include television films (television

motion pictures) and the programs covered by this Appendix A. References
to television films in this Article 1 shall, unless expressly provided to the
contrary, be deemed references to television programs for purposes of this
Appendix A.

Article 1.A.5. The first sentence defining the term “literary material” shall
include “telescripts,” and the following shall be added:

Notwithstanding the foregoing, the following shall be excluded from the

definition of literary material:

a. material for sports news and sports commentary programs and

sportscasts (however, this provision is not intended to exclude
material written for documentary sports programs);

b. physical culture program material, except physical culture

material incorporated in a dramatic script or written by a writer

1
It is agreed that “non-dramatic children’s programs” include all children’s programs
except those which are clearly dramatic in nature, as contrasted with programs such as “Sesame
Street,” “Beakman’s World” and “Storytime,” which may have some dramatic elements.

- 412 -
 who performs services otherwise covered by this Agreement in
connection with the program;

c. material written by government employees, acting within the

scope of their government employment;

d. material written by the person who delivers it on the air unless

such person has written material for delivery by another person
as well as by himself/herself on that particular program;
provided that, unless elsewhere herein excluded, the following
shall not be excluded: Such material written for any dramatic
programs, and such material written for comedy-variety
programs broadcast in prime time on a basis of once-a-week or
less unless the material was completely written for another
purpose prior to such person’s engagement.

Article 1.A.13. shall read:

13. Other terms not expressly defined in this Basic Agreement are used in
their present commonly understood meaning in the Motion Picture
Industry (as to the Theatrical provisions hereof) and the Television
Industry (as to the Television provisions hereof) in the States of
California and New York or, if such meaning should differ, in the
State of California with respect to engagements to which California
law applies, and in the State of New York with respect to
engagements to which New York law applies.

A sentence shall be added to Article 1.C.1.b., which shall read:

Notwithstanding the foregoing, a “professional writer” of serials intended

for broadcast in other than prime time means only such a person who has
had employment pursuant to a Writers Guild of America collective
bargaining agreement covering television, radio or theatrical motion pictures
within the eight (8) years immediately preceding the option or sale of the
material concerned.

Article 1.C. shall contain the following subparagraphs:

20. The term “sketch” shall mean a self-contained dramatic unit having a
plot and which constitutes not more than twenty percent (20%) of the
entertainment portion of the television program of which it is a part,
and is not more than ten (10) minutes long.

22. The term “quiz and audience participation program” means a

program based on the participation by individuals in quizzes or stunts
and/or in which the moderator or master of ceremonies conducts
interviews. Shows of the type of the present “The Tonight Show” or
“Late Night with David Letterman” are included within the category
of comedy-variety programs, and are not included within this
definition. Examples of quiz and audience participation programs are
“Jeopardy,” “Love Connection,” “That’s My Dog” and “American
Gladiators.”

- 413 -
 The term “comedy-variety program” (sometimes referred to as a
“variety program”) refers to a program of a unit series or a single unit
program which consists of various entertainment elements, e.g., comic
acts, sketches, musical numbers. Examples of comedy-variety
programs, both present and past, are “Saturday Night Live,” “The
Tonight Show,” “The Carol Burnett Show,” “In Living Color,” “The
Annual Academy Awards,” “The People’s Choice Awards” and “25
Years of Lucy on Television.”

The Guild will consider applications for waivers to permit the use of
the provisions of Article 13.B.6.a. or the new prime time minimum in
b. (whether or not the program is a prime time program) for other
comedy-variety programs which do not contain any of the above
scripted traditional comedy-variety elements but may contain off-
camera narration over video sometimes provided by a participant
and/or amateur acts in which there is a prize awarded to one or more
of the participants and telethons. Examples of these comedy-variety
programs, both past and present, are “Those Amazing Animals,”
“America’s Funniest Home Videos,” “America’s Funniest People,”
“Candid Camera,” “Star Search” and “Comic Relief.”

24. bb. As to a serial for other than prime time which is covered
pursuant to Appendix A, a “format” shall be called a “bible” if,
in addition and at the request or upon the instructions of the
Company, it contains all of the following characteristics and
requirements:

(1) It is in much greater detail than a traditional format, and

includes the context, framework, and central premises,
themes and progression of the serial.

(2) It includes a long-term story projection (as that term is

understood in the industry) and may include breakdowns
(as that term is understood in the industry).

(3) The characters must be not only distinct and identifiable,

but must be set forth with detailed descriptions and
characterizations.

27. As to news, documentary and public affairs programs, “staff writer”

means a person employed by the Company as a writer pursuant to any
other collective bargaining agreement, and

a. the essence of the arrangement is that such writer shall be a

regular staff employee of the Company and enjoy the benefits
normally accorded other staff employees of the Company; and

b. such engagement is for no specified term of employment

(although a minimum period of employment may be
guaranteed); and

- 414 -
 c. such engagement does not limit the right of the Company to
assign the writer to one or more specific programs or program
series.

28. As to documentary programs, “telescript” means the final script with

individual scenes, full dialogue or monologue (including narration in
connection therewith), and camera setups if required; provided,
however, that if the Company desires any script to consist in part of
suggested or indicated dialogue, such suggested or indicated dialogue
shall be deemed to satisfy the requirement of full dialogue or
monologue. “First draft telescript” means a first complete draft of
any script in continuity form including the full dialogue.

29. The term “documentary program” means a program depicting real

events or providing detailed information on specific topics through
actual footage (with or without off-camera narration), on-camera
narration, interviews and/or re-enactments (as opposed to
dramatizations). Examples of documentary programs, both past and
present, are “Unsolved Mysteries,” “Rescue 911,” “Zoo Life,” “The
Twentieth Century,” “World War I,” “The Civil War,” “Wild
Kingdom,” “Fantastic Facts,” “Scared Silent” and “Jack
(Kennedy).”

Examples of “news programs” are “Entertainment Tonight,”

“Lifestyles of the Rich and Famous,” “Hard Copy,” “PM Magazine,”
“60 Minutes,” the “6:00 O’Clock News,” the “11:00 O’Clock News,”
“Face the Nation,” “Sunday Morning” and “CBS News Special
Reports.”

A “re-enactment” recreates an actual event that is a subject of a

documentary or news program. It is not a dramatization and is not the
entire program. No fictional characters are created nor are real
persons combined into one fictitious character. People (sometimes
actors) are used to recreate the events which are a subject of the
documentary or news program, and action is often described through
the use of voice-over narration. Examples of programs which include
re-enactments are “Rescue 911” and “Unsolved Mysteries.”

“Dramatizations” of real events with actors performing scripted

dramatic scenes with dialogue and/or action are included within the
category of dramatic programs, and are not included within the
definitions of “documentary program” or “news program.”
Examples of such dramatic programs are “World War II: When Lions
Roared” and “Jacqueline Bouvier Kennedy.” An example of a
program which includes both documentary and dramatic elements is
“FBI: The Untold Stories.”

30. Some examples of Article 13.B.6.a. “all other once-per-week or less,

non-dramatic programs” include: “This Old House,” “Martha
Stewart Living” and “The Frugal Gourmet.”

- 415 -
 Some examples of Article 13.B.6.b. “all other non-dramatic strip
programs” include: “A Healthier You,” “The Mind’s Eye,” “Teen
Court” and “The Home Show.”

31. Some examples of “dramatic religious programs” include: “Insight”

and “This is the Life.”

Article 3. Recognition

Article 3.A.1. shall be deemed to include “comedy-variety series and serials” after
the words “episodic series” at line 3 of the third paragraph on page 29.

Article 3.C., paragraphs 1., 3. and 4., shall read:

1. The Company hereby recognizes the Guild as the exclusive

representative for the purpose of collective bargaining of all writers
engaged by the Company as freelance employees (as distinguished
from writers on staff) for the purpose of preparing literary material for
the entertainment portion of television programs covered by this
Agreement. The Company hereby also recognizes the Guild as the
exclusive representative for purposes of collective bargaining of all
writers engaged by the Company as freelance writers (as distinguished
from writers on staff) for the purpose of preparing literary material as
employees for news, documentary or public affairs programs
produced for network and/or syndicated television, and for
documentary programs only which are produced by the Company for
local television broadcast in New York or Los Angeles. All such
programs are herein referred to as “covered programs,” and the local
programs described in the foregoing sentence are referred to as
“covered local programs.”

3. Writers of questions, answers, ideas for stunts for quiz or audience

participation programs and/or written interviews, with respect to
Article 15 hereof, shall be deemed “writers” of “material” covered
hereunder only for purposes of:

(a) paying residuals when there is a rerun, foreign telecast or

theatrical exhibition of an entire program, or

(b) paying for excerpts when an excerpt is used in a manner subject

to Article 15.B.10.dd. or in a “compilation” program, in which
event the provisions of Article 15.B.10.dd. or e., whichever is
applicable, shall apply.

4. Notwithstanding anything to the contrary in the definitions of “writer”

and “professional writer” contained in Article 1 hereof, this
Agreement does not cover services performed by writers under other
collective bargaining agreements (e.g., staff agreements with Network
Companies and the Radio Freelance MBA), nor does this Agreement
cover any services performed by Executive Producers, Senior
Producers or other individuals when such individuals are permitted to
perform writing services without being covered by such other

- 416 -
 collective bargaining agreements pursuant to an exclusion in such
other collective bargaining agreements.

Article 5. Application of this Basic Agreement

Article 5 shall read in part:

EXCLUDED TELEVISION PROGRAMS

The following television programs are excluded from the scope of this
Agreement: sports programs (other than documentary programs dealing
with sports); and news, public affairs and documentary programs produced
for local single station television broadcast, except for documentary
programs produced for local single station broadcast in New York or Los
Angeles. Other television programs produced for broadcast on a single local
station are also excluded; however, if such a local station program produced
by the Company (i) is subsequently broadcast over a national television
network, or (ii) if a dramatic program, it is subsequently broadcast over two
(2) or more Company owned stations including a station in New York, Los
Angeles or Chicago, then the writer(s) of any literary material of a type
covered hereunder which is included in such program shall be paid the
difference, if any, between the amount originally paid such writer(s) therefor
and the minimum initial compensation applicable to such material pursuant
to this Appendix A or Article 13 of the Agreement and the applicable
provisions of this Appendix A or Article 15 of the Agreement, and the
provisions of Article 15 hereof shall also apply with respect to minimum
compensation for any additional subsequent broadcast(s), although such
writer(s) and such material shall not be deemed “writer(s)” of “material”
hereunder for any other purpose.

Article 8. Credit

Schedules C and D shall govern credit for the types of programs to which they
pertain in accordance with their respective provisions.

Article 13. Compensation

Article 13.B. shall provide with respect to programs covered by this Appendix A:

1. MINIMUM BASIC COMPENSATION

Company agrees that the applicable minimum compensation to be

paid for writing services or for the acquisition of literary material
from a “professional writer,” which services or acquisitions are
covered by this Agreement, for the following programs:

Comedy-Variety programs;

Quiz and audience participation programs;

Serials (other than prime time);

- 417 -
 Other non-dramatic programs (including non-dramatic
children’s programs);

Dramatic religious programs; and

Documentary, news and public affairs programs

shall be as set forth herein during the periods indicated. For

convenience, the periods are herein designated:

“1st Period” November 1, 2004 through October 31, 2005

“2nd Period” November 1, 2005 through October 31, 2006
“3rd Period” November 1, 2006 through October 31, 2007

The applicable minimum shall be the minimum for each writer except
when a bona fide team of two (2) writers agrees, prior to employment,
to collaborate, in which event both such writers shall be considered a
unit, which unit shall receive in the aggregate not less than the
applicable minimum compensation. A bona fide team of more than
two (2) head writers of a non-prime time serial so agreeing prior to
employment shall also be considered such a unit when the unit is
guaranteed at least the rate set forth in Article 13.B.5.a.(1).

With respect to the provisions for increased rates during specified

periods, the intent is that as to freelance employment, the rates
applicable when the employment is entered into shall apply, except
that when an employment is entered into during one period, but is not
to start until a subsequent period, the rate applicable during the
subsequent period applies.

2. COMEDY-VARIETY PROGRAMS

a. Minimum Compensation Per Program (when minimum

variety show commitment is not applicable or for purposes of
subparagraph b.(2) below):

Length or Time Bracket 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
5 minutes $ 1,419 $ 1,462 $1,506
10 minutes 2,821 2,906 2,993
15 minutes 3,981 4,100 4,223
30 minutes 8,639 8,898 9,165
45 minutes 9,372 9,653 9,943
60 minutes 11,884 12,241 12,608
75 minutes 13,837 14,252 14,680
90 minutes 16,202 16,688 17,189
over 90 minutes (SEE BELOW)

*
See page 72.

- 418 -
 For programs in excess of ninety (90) minutes, the minimum
basic compensation shall be the applicable ninety (90) minute
minimum compensation plus, for each half hour or fraction
thereof in excess of ninety (90) minutes, the difference between
the applicable ninety (90) minute minimum compensation and
the applicable one-hour minimum compensation.

With respect to a one-time comedy-variety program, the

applicable minimum compensation provided for herein shall
entitle the Company to the writer’s services for a period not to
exceed one (1) week on a program of fifteen (15) minutes or
less in length, three (3) consecutive weeks on a program of
forty-five (45) (but more than fifteen (15)) minutes or less in
length, four (4) consecutive weeks on a program of sixty (60)
(but more than forty-five (45)) minutes in length or less, four
and one-half (4½) consecutive weeks on a program of seventy-
five (75) (but more than sixty (60)) minutes in length or less,
five (5) consecutive weeks on a program of ninety (90) (but
more than seventy-five (75)) minutes or less in length, or six (6)
consecutive weeks on a program of more than ninety (90)
minutes in length. Should the writer’s services be required for a
period in excess of such time periods, the writer will be
compensated at not less than the individual writer’s weekly
minimum as set forth in subparagraph b. below for writers
employed under a minimum variety show commitment. If,
because of circumstances, it is not feasible to provide for a
consecutive span of employment, the Guild will not
unreasonably deny waivers of the foregoing provision.

b. Minimum Variety Show Commitment

As used in this subparagraph b., a term contract shall be a

contract with a writer providing for guaranteed employment in
cycles of thirteen (13) or more weeks or, if a program is to go
off the air at the conclusion of a cycle, then for the balance of
such cycle; such contract may be cancelled within any cycle on
not less than two (2) weeks’ notice provided the program goes
off the air.

If any writer on a comedy-variety program is not employed on a

term contract as so defined, the applicable minimum as set forth
in subparagraph a. shall be paid to each writer. If all writers on
a comedy-variety program are employed on term contracts
(excluding those who fall within exceptions hereinafter
expressly provided), the following conditions and individual
and aggregate minimums shall apply:

(1) In no event shall any individual writer employed on a

comedy-variety program pursuant to this subparagraph b.
receive less than the following weekly minimum for each
weekly unit of programs:

- 419 -
 11/1/04-10/31/05 $3,138
11/1/05-10/31/06 3,232
11/1/06-10/31/07* 3,329

(2) Minimum Variety Show Commitment - Aggregate

Minimum Compensation for Programs Broadcast No
More Than Once Per Week

If only one (1) writer is employed, minimum

compensation to such writer shall be one hundred percent
(100%) of the applicable program minimum set forth in
subparagraph 2.a. above. If two (2) writers are
employed, the aggregate minimum to both writers
combined shall be one hundred fifty percent (150%) of
such applicable program minimum. For each additional
writer employed, the combined minimum shall be
increased by an amount equal to twenty-five percent
(25%) of such applicable program minimum.

(3) Minimum Variety Show Commitment - Aggregate

Minimum Compensation Per Weekly Unit of Five
Programs

11/1/04 - 10/31/05 Number of Writers

Length or Time Bracket 1 2 3 4 5
10 minutes (Prime Time) $10,930 $11,917 $13,913
(Non-Prime Time) 8,742 9,534 11,133
15 minutes (Prime Time) 15,297 17,284 $19,275
(Non-Prime Time) 12,238 13,827 15,423
30 minutes (Prime Time) 25,831 28,312 $30,807
(Non-Prime Time) 20,668 22,657 24,651
60 minutes (Prime Time) 48,683 51,161
(Non-Prime Time) 38,943 40,929

11/1/05 - 10/31/06 Number of Writers

Length or Time Bracket 1 2 3 4 5
10 minutes (Prime Time) $11,258 $12,275 $14,330
(Non-Prime Time) 9,004 9,820 11,467
15 minutes (Prime Time) 15,756 17,803 $19,853
(Non-Prime Time) 12,605 14,242 15,886
30 minutes (Prime Time) 26,606 29,161 $31,731
(Non-Prime Time) 21,288 23,337 25,391
60 minutes (Prime Time) 50,143 52,696
(Non-Prime Time) 40,111 42,157

*
See page 72.

- 420 -
 11/1/06 - 10/31/07* Number of Writers
Length or Time Bracket 1 2 3 4 5
10 minutes (Prime Time) $11,596 $12,643 $14,760
(Non-Prime Time) 9,274 10,115 11,811
15 minutes (Prime Time) 16,229 18,337 $20,449
(Non-Prime Time) 12,983 14,669 16,363
30 minutes (Prime Time) 27,404 30,036 $32,683
(Non-Prime Time) 21,927 24,037 26,153
60 minutes (Prime Time) 51,647 54,277
(Non-Prime Time) 41,314 43,422

For programs in excess of sixty (60) minutes, the

minimum basic compensation shall be the applicable
sixty (60) minute minimum compensation plus, for each
fifteen (15) minutes or fraction thereof in excess of sixty
(60) minutes, one-half of the difference between the
applicable sixty (60) minute minimum compensation and
the applicable thirty (30) minute compensation.

If more writers are employed than are provided for in the

schedule with respect to the appropriate program length,
the total minimum for all writers shall be increased by
one (1) applicable weekly minimum pursuant to
subparagraph 2.b.(1) above for each such additional
writer. If fewer writers are so employed than are
provided for in such schedule, the first minimum
specified with respect to the appropriate program length
shall be the total minimum for the writers employed.

(4) Minimum Variety Show Commitment – Aggregate

Minimum Compensation for Programs Broadcast Two,
Three or Four Times Per Week

The combined applicable minimum compensation to all

writers shall be the applicable minimum computed
pursuant to subparagraph 2.b.(2) above for a program of
equal length broadcast once a week plus a percentage of
the difference between the figure derived from such
computation and the applicable minimum computed
pursuant to subparagraph 2.b.(3) above for a program of
equal length broadcast five (5) times per week, as
follows:

Number of Weekly Broadcasts Percentage of Difference

2 40
3 60
4 80

c. If an additional writer or writers lacking a “minimum variety

show commitment” are employed on a comedy-variety series

*
See page 72.

- 421 -
 on which all the other writers on the program are employed
under such commitment, it is agreed that if such additional
writers are added because of the requirements of a special guest
or special host to prepare special material for a particular
program in the series, the Guild will, upon application by the
Company, grant an automatic waiver of the conditions specified
in subparagraph 2.b. above. The Guild agrees to consider
applications for waivers to employ such additional writers with
writers employed under contracts providing for minimum
variety show commitments in other situations when reasonably
required by the circumstances of production of a particular
program. Such additional writer shall be paid at least the
applicable program minimum, but the addition of such
additional writer shall not in any way increase either the
individual minimums of the other writers employed on the
program under contracts providing for a minimum variety show
commitment, or the total minimums specified in subparagraph
2.b. above.

d. It is agreed that the acquisition and use of a sketch by the

Company shall have no effect of any kind upon the concept of
the “minimum variety show commitment.”

e. For any writer who is employed under a term contract non-

cancellable for thirteen (13) or more weeks but less than
twenty-six (26) weeks, the applicable minimum weekly
compensation specified in subparagraph 2.b.(1) above shall be
subject to a discount of ten percent (10%). For any writer who
is employed under a term contract non-cancellable for
twenty-six (26) or more weeks, the applicable minimum weekly
compensation specified in subparagraph 2.b.(1) above shall be
subject to a discount of twenty percent (20%) instead of ten
percent (10%). If all of the writers on a program are employed
under term contracts non-cancellable for thirteen (13) or more
weeks but less than twenty-six (26) weeks, the applicable
program minimums in subparagraphs 2.b.(2), (3) and (4) above
shall be subject to a discount of ten percent (10%). If all writers
on a program are employed under term contracts non-
cancellable for twenty-six (26) or more weeks, the applicable
program minimums set forth in subparagraphs 2.b.(2), (3) and
(4) above shall be subject to a discount of twenty percent (20%)
instead of ten percent (10%).

f. Each writer shall be considered as an individual writer, rather

than as part of a team or teams, for the purpose of applying the
minimums outlined in subparagraph 2.b.

g. Pre-Production Periods

Company shall pay each writer for all services rendered during
a pre-production period the applicable minimum weekly
compensation set forth below:

- 422 -
 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
First 2 weeks of pre-production $2,194 $2,260 $2,328
Second 2 weeks 2,511 2,586 2,664
Third 2 weeks 2,824 2,909 2,996
Periods in addition to 6 weeks 3,138 3,232 3,329

A pre-production period shall mean any period of time prior to

the commencement of production of the first program of a
series. For the purpose of the preceding sentence, production
shall be deemed to have commenced one (1) week prior to the
first date of taping. For all writing services rendered during a
pre-production period, the writer shall be paid not less than the
minimum set forth above, which may be prorated for
employment of less than five (5) days in any week. In no event
may such minimum be credited or allocated against the writer’s
program compensation, whether such compensation is by way
of an aggregate for a specified number of programs or a
specified compensation on a per program basis. Conversely, no
portion of the writer’s compensation, whether by way of
aggregate or per program, may be allocated or credited against
the compensation due the writer for any pre-production
services.

h. Multiple Programs Per Week

When the minimum variety show commitment is not applicable,

if the same writer is employed to write more than one program
per week, the following multiples of the applicable minimum
basic compensation for a single program pursuant to
subparagraph 2.a. shall apply:

Two (2) Programs a Week 1¾

Three (3) Programs a Week 2¼
Four (4) Programs a Week 2¾
Five (5) Programs a Week 3
Six (6) Programs a Week 3¼
Seven (7) Programs a Week 3½

3. Self-Contained Portions of Programs

Minimum Compensation 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
Sketches:
Prime Time $2,928 $3,016 $3,106
Non-Prime Time 2,337 2,407 2,479
Lyrics Unaccompanied by Music 2,305 2,374 2,445

*
See page 72.

- 423 -
 The minimum compensation payable for two (2) or more sketches
furnished by the same writer for a program shall be a sum equal to the
number of sketches so furnished multiplied by the minimum for each
sketch, but not more than the minimum compensation applicable to
the overall length of the program.

4. Quiz and Audience Participation Programs

a. Company shall pay each writer employed to furnish material

(except as provided in subparagraph 4.b. below) for quiz or
audience participation programs the following minimum
compensation per weekly unit of not more than five (5)
programs:

(1) To a writer employed on a term contract guaranteeing

thirteen (13) weekly units or when subparagraph c. below
applies

11/1/04-10/31/05 $2,356
11/1/05-10/31/06 2,427
11/1/06-10/31/07* 2,500

(2) To a writer employed under a term contract guaranteeing

fourteen (14), but less than twenty (20), weekly units

11/1/04-10/31/05 $2,187
11/1/05-10/31/06 2,253
11/1/06-10/31/07* 2,321

(3) To a writer employed under a term contract guaranteeing

twenty (20), but less than thirty-nine (39), weekly units

11/1/04-10/31/05 $2,010
11/1/05-10/31/06 2,070
11/1/06-10/31/07* 2,132

(4) To a writer employed under a term contract guaranteeing

thirty-nine (39) or more weekly units

11/1/04-10/31/05 $1,844
11/1/05-10/31/06 1,899
11/1/06-10/31/07* 1,956

b. As to writers employed solely to write questions, answers

and/or ideas for stunts for quiz and audience participation
programs, the applicable minimum compensation per weekly
unit of not more than five (5) quiz and audience participation
programs is as follows:

*
See page 72.

- 424 -
 (1) To a writer employed on a term contract guaranteeing
thirteen (13) weekly units or when subparagraph 4.c.
below applies

11/1/04-10/31/05 $1,248
11/1/05-10/31/06 1,285
11/1/06-10/31/07* 1,324

(2) To a writer employed under a term contract guaranteeing

fourteen (14), but less than twenty (20), weekly units

11/1/04-10/31/05 $1,157
11/1/05-10/31/06 1,192
11/1/06-10/31/07* 1,228

(3) To a writer employed under a term contract guaranteeing

twenty (20), but less than thirty-nine (39), weekly units

11/1/04-10/31/05 $1,068
11/1/05-10/31/06 1,100
11/1/06-10/31/07* 1,133

c. Each writer employed for a quiz and audience participation

program series shall be guaranteed employment of not less than
thirteen (13) consecutive weekly units; provided, however, that
if such series is produced for initial broadcast in syndication,
each writer shall be guaranteed not less than the number of
weekly units which the Company is committed to produce if
less than thirteen (13). As to series produced for initial
broadcast on a network, the Company may reduce such
guarantee only to the extent that such network reduces its
commitment to the Company by reason of preemption, network
force majeure and the like.

d. For a syndicated program series in production prior to August

8, 1988, the applicable minimum compensation shall be
two-thirds (b) of the applicable minimum compensation in
subparagraphs 4.a. and b. above. For services on six (6)
programs per weekly unit, the applicable minimum shall be
increased by eighty percent (80%). For services on seven (7)
programs per weekly unit, the minimum shall be increased by
one hundred percent (100%). If any one (1) program per
weekly unit is on a network, the network rates shall apply to the
entire weekly unit.

e. For a program series which begins production on or after

August 8, 1988, the applicable minimum compensation for the
first fifty-two (52) weeks of production of such program series
shall be two-thirds (b) of the applicable rates in subparagraphs
4.a. and b. above. For the second fifty-two (52) weeks of

*
See page 72.

- 425 -
 production of such program series, the applicable minimum
compensation shall be five-sixths (5/6) of the applicable rates in
subparagraphs 4.a. and b. above. Thereafter, the applicable
minimum compensation for such program series shall be the
applicable rates in subparagraphs 4.a. and b. above.

In no event shall the compensation of a writer employed on a

program series in production prior to August 8, 1988 be
reduced by the preceding paragraph of this Article 13.B.4.e.

f. Except when the program goes off the air, if the Company
cancels a writer’s contract at the end of any cycle, the Company
shall give two (2) weeks advance notice of cancellation or pay
in lieu thereof. A contract which by its own terms expires at the
end of a cycle does not require any notice.

5. Serials - Other than Prime Time

With respect to serials produced for broadcast five (5) times per week2
in other than prime time, and other dramatic strip programs produced
for broadcast five (5) times per week in other than prime time, the
following terms shall apply:

a. Minimum Compensation

(1) The aggregate minimum payable for the services of the

head writers and the writers of the individual scripts for
each weekly unit of five (5) serial programs (the “weekly
aggregate minimum”) shall be no less than:

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

15 or less
30 or less (but more than 15)
45 or less (but more than 30)
60 or less (but more than 45)
90 or less (but more than 60)
10/31/05 10/31/06 10/31/07*
$ 9,746 $10,038 $10,339
16,244 16,731 17,233
23,552 24,259 24,987
30,049 30,950 31,879
45,074 46,426 47,819

2
If a signatory Company should produce a serial for broadcast in other than prime time
three (3), four (4), six (6) or seven (7) times per week, the parties to this Appendix A will
negotiate in good faith for appropriate rates and conditions for such serial. In the event that the
employment pattern for such serial is similar to that of a five (5) times per week non-prime time
serial, it is understood that such rates and conditions shall be negotiated in the context of the
established five (5) times per week structure. It is understood that in any event the flashback
provisions of Article 15 of this Appendix A will apply.
*
See page 72.

- 426 -
 (2) For each script on which a serial writer performs writing
services, such serial writer will be paid not less than:

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 954 $ 975 $ 997
30 or less (but more than 15) 1,599 1,635 1,672
45 or less (but more than 30) 2,313 2,365 2,418
60 or less (but more than 45) 2,953 3,019 3,087
90 or less (but more than 60) 4,440 4,540 4,642

Applicable minimum compensation for a non-prime time

serial produced for syndication in fewer than thirty (30)
cities shall be eighty percent (80%) of the above
minimums.

(3) The head writer shall receive no less than the aggregate
minimum reduced by the per-script minimum payable to
other individuals. No writer (other than the head writer)
shall be employed for less than an average of one (1)
script or breakdown per week for the term of his/her
contract, except when the writer requests both the
Company and the Guild to allow the writer to be
employed to work less than an average of one (1) script
or breakdown per week, provided that the Guild may
deny the writer’s request if it establishes that the writer
did not initiate such request.

(4) Script writers who write a segment(s) for a script(s) shall

be paid in accordance with this subparagraph 5.a.(4)
rather than in accordance with subparagraph 5.a.(2). In
order to utilize this subparagraph 5.a.(4), the Company
must pay at least one (1) script writer who has rendered
writing services on the script the full script minimum.

Total Length of Length of Script Segment Compensation as

Program
15 minutes or less
30 minutes or less
(but more than 15)
45 minutes or less
(but more than 30)
60 minutes or less
(but more than 45)
% of Per Script Minimum
5 minutes or less 30%
5 minutes or less 20%
10 minutes or less (over 5) 30%
15 minutes or less (over 10) 50%
5 minutes or less 15%
10 minutes or less (over 5) 25%
15 minutes or less (over 10) 30%
30 minutes or less (over 15) 70%
5 minutes or less 15%
10 minutes or less (over 5) 25%
15 minutes or less (over 10) 30%
30 minutes or less (over 15) 50%

*
See page 72.

- 427 -
 Total Length of
Program
90 minutes or less
(but more than 60)
120 minutes or less
(but more than 90)
Length of Script Segment Compensation as
% of Per Script Minimum
5 minutes or less 10%
10 minutes or less (over 5) 15%
15 minutes or less (over 10) 25%
30 minutes or less (over 15) 30%
60 minutes or less (over 30) 70%
5 minutes or less 10%
10 minutes or less (over 5) 15%
15 minutes or less (over 10) 25%
30 minutes or less (over 15) 30%
60 minutes or less (over 30) 50%

(5) Long-Term Story Projection. It is understood that the

preparation of a long-term story projection is part of the
normal duties of a head writer, and no additional
compensation is due a head writer who writes such
long-term story projection. However, if a long-term
story projection (regardless of length of program) is
prepared by a writer other than a head writer, said writer
will be paid the minimum sum of:

3 Months 6 Months or Less, but More than 6 Months,

or Less More than 3 Months, but Not More than
or Unspecified 12 Months
11/1/04-
10/31/05 $13,936 $20,904 $27,869
11/1/05-
10/31/06 14,354 21,531 28,705
11/1/06-
10/31/07* 14,785 22,177 29,566

(6) Format. The minimum basic compensation for a format

shall be the minimum set forth in this Agreement for a
format for an episodic series.

(7) Bible. The minimum basic compensation for a “bible”

shall be four (4) times the applicable minimum
compensation for a format only. Compensation
previously paid for the format may be applied against
such minimum. For each week of breakdowns in excess
of one (1) required by the Company, the minimum
compensation shall be as provided in subparagraph
5.a.(8) below.

(8) Breakdowns. It is understood that the preparation of

breakdowns is part of the normal duties of a head writer,
and no additional compensation is due a head writer who
writes breakdowns.

*
See page 72.

- 428 -
 However, an associate writer who is assigned or
employed to write a breakdown or breakdowns for a
network serial program shall be compensated in
accordance with the following schedule for each daily
breakdown:

Program Length in Minutes 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 or less $ 411 $ 423 $ 436
30 or less (but more than 15) 874 900 927
45 or less (but more than 30) 981 1,010 1,040
60 or less (but more than 45)3 1,639 1,688 1,739
90 or less (but more than 60) 1,889 1,946 2,004

An associate writer who is assigned or employed to write

a breakdown or breakdowns for a syndicated serial
program shall be compensated at not less than four and
one-quarter percent (4¼%) of the weekly aggregate
minimum for each daily breakdown.

(9) Services in Head Writer’s Absence. A writer who is

assigned or employed to perform in the head writer’s
absence those services ordinarily performed by the head
writer, other than the writing of breakdowns and
long-term story projections, shall be compensated for
such services at not less than fifteen percent (15%) of the
weekly aggregate minimum for each weekly unit on
which such services are rendered. Such compensation
shall not be subject to rerun or foreign telecast
compensation pursuant to Article 15 or subparagraph
5.a.(11) below.

(10) Sample Writing. A person may prepare a sample

breakdown or script for purposes of determining such
person’s suitability for employment as a writer on a
non-prime time serial. When the Company requests a
writer who meets the definition of “professional writer,”
as applied to daytime serials, to write a sample
breakdown or script, it will pay to such professional
writer for such sample breakdown or script fifty percent
(50%) of the applicable minimum breakdown or script
fee; however, when such writer has previously been
entitled to receive credit as a writer on a non-prime time
serial, the Company will pay to such writer for such
sample breakdown or script seventy-five percent (75%)

*
See page 72.
3
For a writer of breakdowns for a sixty (60) minute serial employed for a thirteen (13)
week cycle, the Company shall contribute, in addition to the amount required under Article 17,
an amount, if needed, which will entitle such writer to a full year of health coverage. In no event
shall the Company be required to make such additional contributions if such writer is otherwise
eligible for a full year of health coverage.

- 429 -
 of the applicable minimum breakdown or script fee.
Upon payment of the applicable minimum breakdown or
script fee, or the balance thereof, to such writer, the
Company may produce a script based upon a sample
breakdown or in the case of a sample script, such script.

(11) Reruns and Foreign Telecasts. The applicable minimum

compensation for each program for purposes of
computing domestic rerun and foreign telecast
compensation shall be, for each writer, the following
proportion of the aggregate minimum set forth in
subparagraph 5.a.(1) above, divided by five (5):

(a) If a “breakdown” has been written by the head

writer, or if no “breakdown” has been written:

Head Writer 50%

Associate Writer 50%

(b) If a writer other than the head writer has written a

“breakdown:”

Head Writer 35%

Writer of “breakdown” 15%
Associate Writer 50%

(c) If a writer other than the head writer has written a

rewrite or a polish:

Head Writer 47½%

Associate Writer (of script) 47½%
Associate Writer (of rewrite
or polish) 5%

(d) If a writer other than the head writer has written a

breakdown and a rewrite or polish:

Head Writer 32½%

Writer of “breakdown” 15%
Associate Writer (of script) 47½%
Associate Writer (of rewrite
or polish) 5%

In the event there is more than one (1) writer in

a category, the applicable percentage shall be
divided equally among all writers in that
category.

Compensation due to the writer for foreign

telecasts shall be made by check, payable to the
writer and delivered to the Guild for forwarding
to such writer. If the writer’s check includes
other types of compensation, the check will be

- 430 -
 sent directly to the writer with a copy of the
check and stub (with information showing the
compensation for the foreign telecasts) furnished
to the Guild.

(12) Summaries. No associate writer shall be requested to

write summaries as a part of his or her duties.

(13) Rewrites, Polishes and Extensive Revisions. See

Article 13.B.7.c. below.

(14) All minimums are exclusive of pension and health

contributions and employer payroll taxes.

b. Minimum Contract Terms

(1) Contracting and Subcontracting. When Company

produces such a serial, all writers for such serial shall
be employed by Company; provided, however, that
nothing shall prohibit Company from subcontracting
for the employment of writers for such serial by
another bona fide signatory. If the bona fide signatory
(herein sometimes called “subcontractor”) is owned
principally by a “head writer” (as that term is
understood in the industry), the Guild may require,
prior to its employment of any other writers, a bond
guaranteeing performance by the subcontractor of its
monetary obligations.

When a subcontractor is owned principally by a head

writer, the weekly aggregate minimum payable
pursuant to subparagraph 5.a.(1) above shall not only
include the fees payable to the head writer and the
writers of the individual scripts, but also the fees
payable pursuant to subparagraphs 5.a.(8) and (9)
above to individuals employed by the subcontractor.
In such case, the first sentence of subparagraph 5.a.(3)
above shall be deemed amended to read, “The head
writer shall receive no less than the aggregate
minimum reduced by the minimums payable under this
Article 13.B.5.a.(2), (8) and (9) to other writers.”

Upon subcontractor’s written request and after

appropriate contractual arrangements and
modifications have been made, Company will remit to
the Guild Pension and Health Funds, as
subcontractor’s agent for such purpose, the applicable
Pension Plan and Health Fund contributions required
of the subcontractor; provided, however, that the
Company’s sole obligation under such arrangement
shall be to the subcontractor.

- 431 -
(2) (a) Employment by a Producer

With respect to employment by a Producer, a

head writer or an associate writer (i.e., a writer
employed on a serial other than a head writer)
must be employed on a term contract for not less
than a thirteen (13) week cycle, provided that an
associate writer may be employed initially to
write breakdowns or scripts on a particular serial
on a trial period for not more than an aggregate
of six (6) weeks in a consecutive nine (9) week
period. A writer employed on a trial basis on a
serial which has been broadcast for two (2) years
or more must be guaranteed at least two (2)
scripts or breakdowns. If the Company
guarantees the writer, prior to the expiration of
the nine (9) week period, at least one (1)
additional trial script(s) or breakdown(s), the
above trial period may be extended to a
maximum of thirteen (13) weeks.

(b) Employment by a Subcontractor

When a Producer elects to utilize a subcontractor

which is owned principally by a head writer to
perform writing services, an associate writer must
be employed for not less than a thirteen (13) week
cycle, and the cycles of the head writer and the
associate writers shall be coordinated. In such
cases, the following shall apply:

(i) In order to coordinate cycles, the initial

employment of an associate writer on a
particular serial may be for a period of less
than thirteen (13) weeks.

(ii) In addition, an associate writer may be

employed initially to write breakdowns or
scripts on a particular serial on a trial period
for not more than an aggregate of six (6)
weeks in a consecutive nine (9) week
period. A writer employed on a trial basis
on a serial which has been broadcast for
two (2) years or more must be guaranteed at
least two (2) breakdowns or scripts. If the
Company guarantees the writer, prior to the
expiration of the nine (9) week period, at
least one (1) additional trial script(s) or
breakdown(s), the above trial period may be
extended to a maximum of thirteen (13)
weeks. If an associate writer is employed
on a trial basis and the Company desires to
continue his/her employment, the Company

- 432 -
 shall be obligated to offer such writer a
term contract, the duration of which shall
be the number of weeks remaining in the
head writer’s current thirteen (13) week
cycle. (For purposes of this subparagraph
(b), if a head writer’s employment is for a
cycle which is a multiple of thirteen (13)
weeks, the cycle shall be deemed to be
thirteen (13) weeks.)

(iii) In addition, if the head writer’s employment

is renewed for another cycle, the associate
writer shall be offered employment for one
(1) additional cycle.

(iv) If the head writer’s employment is

terminated at the end of a cycle, the
employment of the associate writer may
likewise be terminated.

(c) If the head writer makes notes or changes on a

script written by a writer on a trial basis, a copy of
the script will be delivered to the writer within
four (4) business days after completion of review
of the trial script by the head writer, and when
practicable, prior to the time of the trial script
writer’s next following script assignment.

(3) The Company shall give a writer at least the following

advance notice of cancellation of his/her contract:

Type of Cycle (one of which shall be selected Notice

and set forth in writer’s contract at time of (in weeks prior
employment. Date of commencement of to end of cycle)
initial cycle shall also be included.)
Head Associate
Writer Writer
If based on air dates 7 6
If based on production dates 6 5
If based on date script due 4 4

and failing such notice, the employment contract shall

be deemed renewed for the next cycle; provided,
however, that if a cycle is based on the date scripts or
breakdowns are due, the Company may pay the writer
four (4) weeks’ pay in lieu of the four (4) weeks’ notice
(a “week’s pay” to be computed by dividing the total
compensation payable during that cycle pursuant to the
writer’s term contract by the number of weeks in that
cycle) any time up to and including the date when the
final script or breakdown is due, and the employment
contract shall only be deemed renewed for the next cycle

- 433 -
 if notice is not given until after the date on which the
final script or breakdown is due. A contract which by its
own terms expires at the end of a cycle does not require
any notice. The writer’s contract may be cancelled
within any cycle on not less than two (2) weeks’ notice
provided the program goes off the air.

(4) If an associate writer’s contract is cancelled or

terminates when there is a change of head writer, he/she
may be re-employed to work under the new head writer
for a six (6) week reappraisal cycle, provided that,
unless the writer is notified of cancellation at least two
(2) weeks prior to the date on which the last script or
breakdown is due in such reappraisal cycle, such cycle
shall be extended an additional seven (7) weeks.

(5) Notwithstanding the provisions of subparagraph b.(2)

above, if a writer does not desire to accept the offer of a
term contract and the Company is willing to employ the
writer on a basis other than under a term contract, such
arrangement may be made between the Company and
the writer upon approval of the Guild.

(6) The contract with any writer may provide that he/she
shall not perform writing services which would interfere
with his/her obligation as a writer for the serial for
which he/she is employed. In the case of a writer who is
employed on a serial who is guaranteed compensation
over a thirteen (13) week cycle equivalent to at least one
and one-half (1½) times the minimum applicable
compensation for one (1) script per week multiplied by
thirteen (13) (prorated for shorter or longer cycles where
permitted), the Company may negotiate to obtain
exclusivity of his/her services in the non-prime time
serial field during such cycle or until completion of
writing services.

(7) Existing contractual arrangements for writing services,

except for minimum rates, shall not be affected by the
terms of this Agreement until the expiration of such
contractual arrangement; provided that changed
provisions with respect to notice shall become effective
with the second cycle (in the individual writer’s
contract) that begins after the effective date of this
collective bargaining agreement.

(8) An associate writer who has been employed on one (1)

or more serial programs produced by the same Company
during cycles covering at least fifty (50) consecutive
weeks shall be entitled to a vacation for that year of two
(2) weeks. Said two (2) weeks of vacation shall increase
to three (3) weeks of vacation for an associate writer
who has been employed by the same Company for five

- 434 -
 (5) consecutive years. An associate writer shall be
eligible to take up to a week of vacation after twenty-six
(26) weeks. For each such week of vacation, the writer
shall be paid or credited with vacation pay at the writer’s
guaranteed average weekly compensation.

Said fifty (50) week period shall be deemed consecutive

if interrupted by a break or breaks in employment of up
to four (4) weeks in the aggregate caused by transferring
to another program or programs produced by the same
Company. The writer and the Company shall mutually
agree on vacation scheduling. A writer’s illness will not
be deemed a break in employment for the purposes of
this provision.

If, at the request of the Company, a writer agrees to

change or postpone a vacation which has been approved
by the Company, the writer shall be reimbursed for any
vacation expenditures reasonably attributable to the
change in such writer’s vacation.

The foregoing provisions of this subparagraph b.(8)

shall also apply to the head writer provided that he or
she completes those of his or her customary functions as
head writer which can reasonably be done in advance.
In no event shall the Company be required to utilize the
services of another individual to replace the head writer
pursuant to subparagraph 5.a.(9) above. Company shall
not be required to pay the head writer for vacation time
not used regardless of the reason, and unused vacation
shall not carry over from year to year.

(9) A writer on a one-hour program whose guarantee is

thirteen (13) scripts within thirteen (13) weeks, and who
is assigned to write and deliver three (3) or more scripts
within seven (7) days of receiving such assignment will
be paid not less than one hundred twenty-five percent
(125%) of the applicable minimum fee for the third such
script and not less than one hundred fifty percent (150%)
of the applicable minimum fee for the fourth such script.
In the event that the writer is assigned to write more than
thirteen (13) scripts within the thirteen (13) weeks, the
foregoing premium payments shall not be applicable.

(10) With respect to a dramatic strip program produced for

broadcast five (5) times per week in other than prime
time on other than a fifty-two (52) week per year basis,
the Company will meet with the Guild at least thirty (30)
days prior to the commencement of production to
conform the cycle and notice requirements set forth in
subparagraphs 13.B.5.b.(2) and (3) to the production
order, provided that no cycle except for the trial or
reappraisal cycle shall be for less than ten (10) weeks.

- 435 -
 c. The parties recognize that “consultants” are employed in the
serial field. It is understood that the designation “consultant”
neither negates nor confers coverage under this Agreement.
To the extent that such a consultant writes literary material
covered by this Agreement, the Company acknowledges that
such writing services are governed hereunder.

6. Other Non-Dramatic Programs4

a. Once-Per-Week or Less, Non-Dramatic Programs (including

Non-Dramatic Children’s Programs) (other than Comedy-
Variety, Quiz and Audience Participation, Documentary News
and Public Affairs Programs and programs covered by Article
13.B.6.b. of this Appendix A).5, 6

(1) (a) Minimum compensation per program broadcast

once a week or less on a commercial basis (for
which minimum series commitment is not
applicable or for purposes of subparagraph
a.(1)(b)(ii) or subparagraph c. below):

Prime Time 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
5 minutes $ 1,239 $ 1,276 $ 1,314
10 minutes 2,468 2,542 2,618
15 minutes 3,496 3,601 3,709
30 minutes 6,981 7,190 7,406
45 minutes 8,208 8,454 8,708
60 minutes 10,465 10,779 11,102
75 minutes 12,115 12,478 12,852
90 minutes 14,774 15,217 15,674

4
If a signatory Company should produce a program covered by this Article 13.B.6.a. or
b. for broadcast two (2), three (3) or four (4) times per week, the parties to this Appendix A will
negotiate in good faith for appropriate rates and conditions for such program. In the event that
the employment pattern for such program is similar to that of a five (5) times per week series
covered by Article 13.B.6., it is understood that such rates and conditions shall be negotiated in
the context of a five (5) times per week structure. For programs covered by this Article 13.B.6.a.
or b. produced for broadcast six (6) or seven (7) times per week, see the provisions of Article
13.B.6.b.(1)(b).
5
The provisions of this Article 13.B.6.a. apply to dramatic religious programs.
6
The parties have agreed that during the term of this 2004 WGA - AMPTP Agreement,
prior to using these rates, the Company will notify the Guild, no later than thirty (30) days prior
to the commencement of such program’s production, of its intention to produce a program under
this subparagraph 6.a. Such notice shall fully set forth a description of the program. If the
parties do not reach agreement on the program’s classification, the parties retain their respective
rights under this Agreement.
*
See page 72.

- 436 -
 Non-Prime Time 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
5 minutes $ 989 $1,019 $1,050
10 minutes 1,863 1,919 1,977
15 minutes 2,791 2,875 2,961
30 minutes 4,930 5,078 5,230
45 minutes 6,039 6,220 6,407
60 minutes 7,800 8,034 8,275
75 minutes 8,627 8,886 9,153
90 minutes 10,882 11,208 11,544

For programs over ninety (90) minutes in length,

the minimum basic compensation shall be the
applicable ninety (90) minute compensation plus,
for each half hour or fraction thereof in excess of
ninety (90) minutes, the difference between the
applicable ninety (90) minute minimum
compensation and the applicable one (1) hour
minimum compensation.

With respect to a one-time non-dramatic program,

the applicable minimum compensation provided
for herein shall entitle the Company to the
writer’s services for a period not to exceed one (1)
week on a program of fifteen (15) minutes or less
in length, three (3) consecutive weeks on a
program of forty-five (45) (but more than fifteen
(15)) minutes or less in length, four (4)
consecutive weeks on a program of sixty (60) (but
more than forty-five (45)) minutes in length or
less, four and one-half (4½) consecutive weeks on
a program of seventy-five (75) (but more than
sixty (60)) minutes in length or less, five (5)
consecutive weeks on a program of ninety (90)
(but more than seventy-five (75)) minutes or less
in length, or six (6) consecutive weeks on a
program of more than ninety (90) minutes in
length. Should the writer’s services be required
for a period in excess of such time periods, the
writer will be compensated at not less than the
individual writer’s weekly minimum as set forth
in subparagraph b.(1)(c) below for writers
employed under a minimum series commitment.
If, because of circumstances, it is not feasible to
provide for a consecutive span of employment,
the Guild will not unreasonably deny waivers of
the foregoing provision.

*
See page 72.

- 437 -
 (b) Minimum Series Commitment

As used in this subparagraph (b), a term contract

shall be a contract with a writer providing for
guaranteed employment in cycles of thirteen (13)
or more weeks or, if a program is to go off the air
at the conclusion of a cycle, then for the balance
of such cycle; such contract may be cancelled
within any cycle on not less than two (2) weeks’
notice provided the program goes off the air.

In the event of a series order of less than nine (9)

weekly units but more than three (3) weekly units
of programs, each writer shall be guaranteed not
less than the number of weekly units which the
Company is committed to produce. If the
Company obtains a commitment for production of
one (1) or more additional weekly units, each
writer shall be guaranteed employment of not less
than the number of additional weekly units which
the Company is committed to produce. In no
event will the Company be required to guarantee
the writer employment for more than an additional
thirteen (13) weekly units. If any writer on a non-
dramatic program is not employed on a term
contract as so defined, the applicable minimum as
set forth in subparagraph (a) above shall be paid
to each writer. If all writers on a non-dramatic
program are employed on term contracts, the
following conditions and individual and aggregate
minimums shall apply:

(i) In no event shall any individual writer

employed on a non-dramatic program
pursuant to this subparagraph (b) receive
less than the following weekly minimum
for each weekly unit of programs:

11/1/04-10/31/05 $ 2,461
11/1/05-10/31/06 2,535
11/1/06-10/31/07* 2,611

(ii) Minimum Series Commitment - Aggregate

Minimum Compensation for Programs
Broadcast No More Than Once Per Week

If only one (1) writer is employed,

minimum compensation to such writer shall
be one hundred percent (100%) of the
applicable program minimum set forth in

*
See page 72.

- 438 -
 subparagraph (1)(a) above. If two (2)
writers are employed, the aggregate
minimum to both writers combined shall be
one hundred fifty percent (150%) of such
applicable program minimum. For each
additional writer employed, the combined
minimum shall be increased by an amount
equal to twenty-five percent (25%) of such
applicable program minimum.

For any writer who is employed under a

term contract non-cancellable for thirteen
(13) or more weeks but less than twenty-six
(26) weeks, the applicable minimum
weekly compensation specified in
subparagraph (b)(i) above shall be subject
to a discount of ten percent (10%). For any
writer who is employed under a term
contract non-cancellable for twenty-six (26)
or more weeks, the applicable minimum
weekly compensation specified in
subparagraph (b)(i) above shall be subject
to a discount of twenty percent (20%)
instead of ten percent (10%). If all of the
writers on a program are employed under
term contracts non-cancellable for thirteen
(13) or more weeks but less than twenty-six
(26) weeks, the applicable program
minimums in subparagraph (b)(ii) above
shall be subject to a discount of ten percent
(10%). If all writers on a program are
employed under term contracts non-
cancellable for twenty-six (26) or more
weeks, the applicable program minimums
set forth in subparagraph (b)(ii) above shall
be subject to a discount of twenty percent
(20%) instead of ten percent (10%).

(iii) Each writer shall be considered as an

individual writer, rather than as part of a
team or teams, for the purpose of applying
the minimums outlined in subparagraph
(1)(b).

(2) Programs broadcast on a sustaining basis:

(a) The writer of a program broadcast on a sustaining

basis, i.e., without commercial sponsorship, shall
be entitled to compensation at the rate of seventy
percent (70%) of the applicable minimum basic
compensation for a commercial program pursuant
to subparagraph 6.a.(1)(a) above.

- 439 -
 (b) Material for a co-op program (i.e., a program
broadcast by the network only during periods
when local commercial or other announcements
may be or are broadcast by local stations) shall be
deemed sustaining material if the writer has
written no other material for such program.

b. Non-Dramatic Strip Programs

Non-Dramatic Strip Programs, (including Non-Dramatic

Children’s Programs) (other than Comedy-Variety, Quiz and
Audience Participation, Documentary, News and Public
Affairs Programs and programs covered by Article 13.B.6.a. of
this Appendix A).7, 8

(1) Minimum Compensation/Strip Programs Broadcast on a

Five (5) Times Per Week Basis

(a) Subject to subparagraph (c) below, for a writer

employed on a five (5) times per week basis on a
subparagraph 6.b. program broadcast as a strip
five (5) times per week, the minimum basic
compensation shall be as follows:

Prime Time Programs and All Non-Dramatic Children’s

Programs, Whether or Not Prime Time

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
5 min. or less $2,549 $2,625 $2,704
10 min. or less (but more than 5) 3,609 3,717 3,829
15 min. or less (but more than 10) 4,106 4,229 4,356
30 min. or less (but more than 15) 5,308 5,467 5,631
60 min. or less (but more than 30) 6,069 6,251 6,439
90 min. or less (but more than 60) 7,199 7,415 7,637

7
The provisions of this Article 13.B.6.b. apply to dramatic religious programs.
8
The parties have agreed that during the term of this 2004 WGA – AMPTP Agreement,
prior to using these rates, the Company will notify the Guild, no later than thirty (30) days prior
to the commencement of such program’s production, of its intention to produce a program under
this subparagraph 6.b. Such notice shall fully set forth a description of the program. If the
parties do not reach agreement on the program’s classification, the parties retain their respective
rights under this Agreement.
*
See page 72.

- 440 -
 Non-Prime Time

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
5 min. or less $2,031 $2,092 $2,155
10 min. or less (but more than 5) 2,724 2,806 2,890
15 min. or less (but more than 10) 3,281 3,379 3,480
30 min. or less (but more than 15) 3,748 3,860 3,976
60 min. or less (but more than 30) 4,524 4,660 4,800
90 min. or less (but more than 60) 5,300 5,459 5,623
120 min. or less (but more than 6,077 6,259 6,447
90)

(b) For a writer employed on a strip program under

this subparagraph 6.b. which is broadcast six (6)
or seven (7) times per week, the applicable
minimum compensation payable shall be
computed as a percentage of the applicable
minimum compensation for programs broadcast
five (5) times per week, in accordance with the
following schedule:

Number of Programs Applicable Percentage

6 times per week 120%

7 times per week 140%

As used in this subparagraph b., a term contract

shall be a contract with a writer providing for
guaranteed employment in cycles of thirteen (13)
or more weeks or, if a program is to go off the air
at the conclusion of a cycle, then for the balance
of such cycle; such contract may be cancelled
within any cycle on not less than two (2) weeks’
notice provided the program goes off the air.

In the event of a series order of less than nine (9)

weekly units but more than three (3) weekly units
of programs, each writer shall be guaranteed not
less than the number of weekly units which the
Company is committed to produce. If the
Company obtains a commitment for production of
one (1) or more additional weekly units, each
writer shall be guaranteed employment of not less
than the number of additional weekly units which
the Company is committed to produce. In no
event will the Company be required to guarantee
the writer employment for more than an additional
thirteen (13) weekly units.

*
See page 72.

- 441 -
 A writer who has not previously been employed
on a particular series may be employed initially to
write on such series for a guaranteed trial period
of six (6) weeks. If a writer is employed on a trial
basis and the Company desires to continue his/her
employment, the Company shall be obligated to
offer such writer employment for an additional
seven (7) weeks (i.e., to complete a thirteen (13)
week cycle).

(c) If only one (1) writer is employed, the aggregate

minimum compensation shall be one hundred
percent (100%) of the applicable program
minimum set forth in subparagraph (1)(a) above.
If two (2) writers are employed, the aggregate
minimum to both writers combined shall be one
hundred fifty percent (150%) of such applicable
program minimum. For each additional writer
employed, the combined minimum shall be
increased by an amount equal to twenty-five
percent (25%) of such applicable program
minimum. However, except for a program of five
(5) minutes or less, in no event shall any
individual writer employed on a program
broadcast five (5) times per week receive less than
$2,461 ($2,535 effective 11/1/05-10/31/06 and
$2,611 effective 11/1/06-10/31/07*) as a weekly
minimum for each weekly unit of five (5)
programs. For a strip program under this
subparagraph 6.b. which is broadcast six (6) or
seven (7) times per week, the percentage schedule
in subparagraph (b) shall apply to the rates in the
preceding sentence.

Each writer shall be considered as an individual

writer, rather than as part of a team or teams, for
the purpose of applying the minimums outlined in
subparagraph (c) above.

For any writer who is employed under a term

contract non-cancellable for thirteen (13) or more
weeks but less than twenty-six (26) weeks, the
applicable individual minimum weekly
compensation specified in subparagraph (1)(c)
above shall be subject to a discount of ten percent
(10%). For any writer who is employed under a
term contract non-cancellable for twenty-six (26)
or more weeks, the applicable individual
minimum weekly compensation specified in
subparagraph (1)(c) above shall be subject to a
discount of twenty percent (20%) instead of ten

*
See page 72.

- 442 -
 percent (10%). If all of the writers on a program
are employed under term contracts
non-cancellable for thirteen (13) or more weeks
but less than twenty-six (26) weeks, the applicable
program minimums in subparagraph (1)(c) above
shall be subject to a discount of ten percent
(10%). If all writers on a program are employed
under term contracts non-cancellable for
twenty-six (26) or more weeks, the applicable
program minimums set forth in subparagraph
(1)(c) above shall be subject to a discount of
twenty percent (20%) instead of ten percent
(10%).

(2) [Deleted.]

(3) Programs broadcast on a sustaining basis:

(i) The writer of a program broadcast on a sustaining

basis, i.e., without commercial sponsorship, shall
be entitled to compensation at the rate of seventy
percent (70%) of the applicable minimum basic
compensation for a commercial program pursuant
to subparagraph (1) above.

(ii) If a writer is engaged to write two (2) or more

programs during the week, then if one (1) or more
such programs is sponsored by one (1) or more
sponsors, or if the program is a co-op program
(i.e., a program fed as a network program on
which there are no network commercial
announcements sold but on which the local
stations may sell local commercial
announcements), and if a local commercial
announcement is broadcast during the time period
in which the network program is broadcast, then
such program shall be deemed commercial and
the writer shall be compensated for all purposes
herein pursuant to the commercial program rate.
Notwithstanding the foregoing, material for a
co-op program broadcast by the network only
during periods when local commercial or other
announcements may be or are broadcast by local
stations shall be deemed sustaining material if the
writer has written no other material for such
program.

(4) [Deleted - See Article 13.B.7.i.]

(5) The provisions of Article 13.B.7. shall apply.

- 443 -
 c. Segment Rate9

Writers who are employed to write segments for use on

programs meeting the requirements of subparagraph 6.a. may,
at the option of the Company, be paid in accordance with
subparagraph 6.c. rather than in accordance with the otherwise
applicable provisions of this subparagraph 6. In order to
utilize this section, the Company (1) must apply this section to
all writers employed on the program or, in the case of a
program series, the individual episode; and (2) must inform
such writers no later than the time of assignment to the
program that this section is being utilized.

As to any single non-dramatic program or any program of a

non-dramatic television series thirty (30) minutes or more in
length (other than comedy-variety and quiz and audience
participation programs) which consists of self-contained
segments of various lengths (whether or not such segments are
intercut within each program), on which writers are employed
to perform services on individual segment(s) only, the
aggregate minimum compensation shall be as follows:

If only one (1) writer (or team of two) is employed, minimum

compensation to such writer shall be one hundred percent
(100%) of the applicable program minimum set forth in
subparagraph 6.a. above. If two (2) writers (or teams of two)
are employed, the aggregate minimum to both writers
combined shall be one hundred seventy-five percent (175%) of
the applicable program minimum set forth in subparagraph 6.a.
above. If three (3) writers (or teams of two) are employed, the
aggregate minimum to the writers shall be two hundred percent
(200%) of the applicable minimum set forth in subparagraph
6.a. above. For each additional writer (or team of two)
employed, the combined minimum shall be increased by an
amount equal to fifty percent (50%) of such applicable
program minimum.

Writers employed to write segments for use in such programs

shall be compensated at the following rates:

9
The parties have agreed that, during the term of this 2004 WGA – AMPTP Agreement,
these rates may not be used unless the Company gives the Guild written notice of its intention to
produce a program under this subparagraph 6.c. no later than thirty (30) days prior to the
commencement of such program’s production. Such notice shall fully set forth a description of
the program and the quantity and type of material to be written for such program. If the Guild
disputes the Company’s characterization of the program or material to be written, it shall
promptly notify the Company, and the parties shall meet to discuss the matter. If the parties do
not reach agreement on the program’s classification, the parties retain their respective rights
under this Agreement. If a Company or the Guild desires to terminate this provision, it may do
so upon one hundred twenty (120) days written notice to the other. However, a program or
series produced or in production pursuant to such provisions shall remain subject thereto.

- 444 -
 Total Length of Length of Segment Segment Compensation as
Program Percentage of Aggregate
Minimum Compensation
3 minutes or less 10%
30 minutes or less 5 minutes or less (over 3) 15%
10 minutes or less (over 5) 30%
15 minutes or less (over 10) 40%
8 minutes or less 16b%
60 minutes or less 15 minutes or less (over 8) 20%
(but more than 30 20 minutes or less (over 15) 25%
minutes) 30 minutes or less (over 20) 40%
8 minutes or less 10%
90 minutes or less 15 minutes or less (over 8) 12½%
(but more than 60 20 minutes or less (over 15) 16b%
minutes) 30 minutes or less (over 20) 27½%
60 minutes or less (over 30) 40%
8 minutes or less 8a%
120 minutes or less 15 minutes or less (over 8) 10%
(but more than 90 20 minutes or less (over 15) 12½%
minutes) 30 minutes or less (over 20) 20%
60 minutes or less (over 30) 30%

Should the total minimum compensation payable to the writers

of the segments pursuant to the schedule immediately above be
less than the aggregate minimum compensation specified
above, the difference shall be distributed among the segment
writers in proportion to the segment compensation set forth
above. In said distribution, the Company may credit to an
individual writer any overscale payment paid to such writer.

With respect to a one-time non-dramatic program, the

applicable minimum compensation provided for herein shall
entitle the Company to the writer’s services for a period not to
exceed one (1) week on a program of fifteen (15) minutes or
less in length, three (3) consecutive weeks on a program of
forty-five (45) (but more than fifteen (15)) minutes or less in
length, four (4) consecutive weeks on a program of sixty (60)
(but more than forty-five (45)) minutes in length or less, four
and one-half (4½) consecutive weeks on a program of seventy-
five (75) (but more than sixty (60)) minutes in length or less,
five (5) consecutive weeks on a program of ninety (90) (but
more than seventy-five (75)) minutes or less in length, or six
(6) consecutive weeks on a program of more than ninety (90)
minutes in length. Should the writer’s services be required for
a period in excess of such time periods, the writer will be
compensated at not less than the individual writer’s weekly
minimum as set forth in subparagraph b.(1)(c) above for
writers employed under a minimum series commitment. If,
because of circumstances, it is not feasible to provide for a
consecutive span of employment, the Guild will not
unreasonably deny waivers of the foregoing provision.

With respect to such programs, the following provisions will

be incorporated into appropriate sections of the MBA:

- 445 -
 (1) The applicable minimums for rewrites and polishes shall
be thirty percent (30%) of the segment minimum as
determined in accordance with the above formula.

(2) Separation of rights, if applicable, shall apply to each

segment, excluding only those elements (continuing
characters, etc.) which are part of the continuing series
format.

(3) The minimum compensation as computed above for

each writer shall be the basis for calculation of all rerun,
foreign telecast and theatrical exhibition payments
required under the 2004 WGA – AMPTP MBA,
including the use of a segment in a new or recombined
program of the same series.

(4) Writing credits for each individual segment, identified

by segment title, shall be provided to the Guild on the
Notice of Tentative Writing Credits but need not be so
identified on screen. In addition, the notice shall
indicate the number of previous runs of that segment, if
any.

(5) The provisions of Article 13.B.7.a. (applicable time

period) may not be utilized unless all segments, other
than the segment consisting solely of lead-in, lead-out
and bridging material, qualify for the applicable time
period.

7. Compensation Provisions Applicable to Television Programs

Covered by Appendix A (Other than Documentary)

a. Applicable Time Period

When fifty percent (50%) or less of a television program is

intended to consist of material written by a writer or writers,
the applicable minimum compensation shall be the minimum
basic compensation applicable to the time period actually
consumed by the material but no less than the minimum time
bracket indicated:

Prime Time Comedy-Variety, One Per Week or Less:

Length of Program Minimum Time Bracket

15 minutes or less 10 minutes
Over 15 minutes
(but less than 60 minutes10) 15 minutes
60 minutes or over 30 minutes

10
It is understood that in this context, a “60-minute program” is a program scheduled for
a one-hour time period.

- 446 -
 All Other Programs Covered by This Subparagraph 7.:

Length of Program Minimum Time Bracket

15 minutes or less 10 minutes
Over 15 minutes
(but less than 60 minutes) 15 minutes
Over 60 minutes 30 minutes

This provision shall not apply to sketches.

b. Discounts for Non-Cancellable Contracts

For any writer who is employed under a term contract

non-cancellable for thirteen (13) or more weeks, the applicable
minimum basic compensation is subject to a ten percent (10%)
discount.

c. Rewrites and Polishes and Extensive Revisions

(1) Rewrites: For all scripts for programs other than serials,
the minimum compensation for a rewrite shall be forty
percent (40%) of the appropriate minimum set forth
above.

(2) Polishes: For all scripts for programs other than serials,
the minimum compensation for a polish shall be twenty
percent (20%) of the appropriate minimum set forth
above.

(3) Rewrites and Polishes for Serials: For serials, the

minimum compensation for a rewrite or a polish (either
or both of which are commonly referred to as “editing”
in the serial production field) if done by someone other
than a head writer or a writer functioning under
subparagraph 5.a.(9) above shall be thirty percent (30%)
of the appropriate script or breakdown minimum,
whichever shall apply.

(4) Extensive Revisions: The minimum compensation for

an extensive script revision shall be seventy percent
(70%) of the appropriate minimum set forth above.

d. Assigned Outlines

(1) When the Company assigns a writer to prepare an

outline, the Company may only require an “assigned
outline,” which shall mean material for use on a program
or a portion or portions thereof developed to the point of
indicating characterization and plot line, but not
inclusive of sample dialogue. Nothing in this Appendix
A shall permit the Company to require a “step outline.”

- 447 -
 (2) The compensation for an “assigned outline” shall be:

11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
Less than 30 minutes $ 803 $ 827 $ 852
30 minutes or over 1,237 1,274 1,312

If the writer is later employed to write a script from the

assigned outline, such compensation may be applied as a
credit against the compensation due him/her. If the
writer is not assigned to write a script from the assigned
outline, such assigned outline will be returned to the
writer and will be his/her property.

(3) With respect to assigned outlines furnished under this

subparagraph 7.d. for program series which are then
currently being broadcast, the Company shall have no
more than thirty (30) days from the receipt of the
original assigned outline within which to assign the
writer to write a script from such assigned outline.

(4) The Company may require the writer to make such

revisions as may be reasonably necessary to conform
assigned outlines to the requirements of a particular
program.

e. Owned Stations Rates

In lieu of any and all other discounts provided in this Appendix

A, for material written for broadcast only on two (2) or more
stations owned by the Company, a thirty percent (30%)
discount will apply to all of the applicable minimum
compensation set forth in this Appendix A.

f. Simulcasts

The minimum compensation for a simulcast shall be one

hundred thirty-three and one-third percent (133a%) of the
applicable minimum basic compensation for that program set
forth in this Appendix A.

g. Time of Payment

(1) Not less than twenty percent (20%) of writer’s agreed

initial compensation shall be paid within fourteen (14)
days after the employment commitment is made or, if
the Company has mailed or delivered a written contract
of employment within five (5) business days after the
commitment is made, then within fourteen (14) days
after the written contract of employment signed by the

*
See page 72.

- 448 -
 writer has been mailed or delivered to the Company.
Sixty percent (60%) of the initial compensation shall be
paid within eleven (11) days after delivery of the
complete script, and the balance within eleven (11) days
after delivery of the final script.

(2) The final script shall be deemed to have been delivered

when the least of the following number of rewrites has
been delivered: (i) the number of rewrites required
under the writer’s employment contract, (ii) two (2)
rewrites, or (iii) the number of rewrites deemed
necessary by the Company.

(3) In the case of term writers to whom compensation is to

be paid on a weekly basis, each such weekly payment
shall be made not later than seven (7) days following the
last day of each week of employment.

(4) Compensation for an assigned outline shall be paid not

later than eleven (11) days after its delivery.

h. Minimal Writing11

When there is minimal writing and the only literary material

written for a program is for openings, closings, introductions,
questions and/or bridging, the provisions of Article 13.B.6.a.
or b. shall apply in lieu of the provisions of any other
categories of Appendix A (other than serials). Examples of
programs which might utilize this provision are “Oprah,”
“Donahue,” “Geraldo,” “The Montel Williams Show” and
“An Evening at the Improv,” for which only lead-ins, bridging,
introductions, questions and/or lead-outs are scripted.

i. In no event shall the compensation of a writer employed on a

program or series in production prior to May 2, 1995 be
reduced by the new provisions in Appendix A.

11
The parties have agreed that during the term of this 2004 Agreement, these rates may
not be used unless the Company gives the Guild written notice of its intention to produce a
program under this subparagraph 7.h. no later than thirty (30) days prior to the commencement
of such program’s production. Such notice shall fully set forth a description of the program and
the quantity and type of material to be written for such program. If the Guild disputes the
Company’s characterization of the program or material to be written, it shall promptly notify the
Company, and the parties shall meet to discuss the matter. If the parties do not reach agreement
on the program’s classification, the parties retain their respective rights under this Agreement. If
the Company or the Guild desires to terminate this provision, it may do so upon one hundred
twenty (120) days written notice to the other. However, a program or series produced or in
production pursuant to such provisions shall remain subject thereto.

- 449 -
 8. Documentary Programs12

Company agrees that the applicable minimum compensation to be

paid for writing services or for the acquisition of literary material
from a “professional writer,” which services or acquisitions are
covered by this Agreement, for documentary, news and public affairs
programs shall be as set forth herein during the periods designated in
Article 13.B.1. above.

The applicable minimum shall be the minimum for each writer,

except when two (2) writers agree in good faith (and without
suggestion or direction by the Company), prior to offering
themselves for employment on the literary material in question, to
collaborate as a team, in which event such writers shall be considered
a unit, which unit shall receive in the aggregate not less than the
applicable minimum compensation.

With respect to the provisions for increased rates during specified

periods, the intent is that as to freelance employment, the rates
applicable when the employment is entered into shall apply, except
that when an employment is entered into during one period, but is not
to start until a subsequent period, the rate applicable during the
subsequent period applies.

a. High Budget and Low Budget Motion Pictures

For the purposes of this Article, “High Budget” motion

pictures (HB) shall be motion pictures the negative cost of
which equals or exceeds the following amounts:

15 minutes or less $ 50,000

30 minutes or less (but more than 15 minutes) 100,000
60 minutes or less (but more than 30 minutes) 200,000
90 minutes or less (but more than 60 minutes) 300,000
For each additional 30 minutes 100,000

For the purpose of this Article, motion pictures in the

following categories whose negative cost is less than the
amounts indicated above shall be “Low Budget” motion
pictures (LB).

b. Minimum Compensation

Minimum compensation per program when minimum series

commitment is not applicable or for purposes of subparagraph
(5) below.

(1) Story and Telescript when the same writer(s) prepare

both, for all covered programs (except news programs):

12
For convenience, the heading “Documentary Programs” here and elsewhere in this
Appendix A includes news and public affairs programs unless the context indicates otherwise.

- 450 -
Program Length 11/1/04-10/31/05 11/1/05-10/31/06 11/1/06-10/31/07*
in Minutes LB HB LB HB LB HB
10 or less $ 3,128 $ 3,676 $ 3,222 $ 3,786 $ 3,319 $ 3,900
15 or less 4,566 5,370 4,703 5,531 4,844 5,697
30 or less 7,597 9,832 7,825 10,127 8,060 10,431
13
60 or less 14,414 17,889 14,846 18,426 15,291 18,979
90 or less 21,170 25,924 21,805 26,702 22,459 27,503
120 or less 27,955 33,967 28,794 34,986 29,658 36,036

(2) Story Only rates for all covered programs (except news
programs):

Program Length 11/1/04-10/31/05 11/1/05-10/31/06 11/1/06-10/31/07*

in Minutes LB HB LB HB LB HB
10 or less $ 908 $1,011 $ 935 $1,041 $ 963 $1,072
15 or less 1,339 1,477 1,379 1,521 1,420 1,567
30 or less 2,215 2,673 2,281 2,753 2,349 2,836
60 or less 4,191 5,018 4,317 5,169 4,447 5,324
90 or less 6,172 7,361 6,357 7,582 6,548 7,809
120 or less 8,156 9,700 8,401 9,991 8,653 10,291

(3) Telescript Only rates for all covered programs (except

news programs):

Program Length 11/1/04-10/31/05 11/1/05-10/31/06 11/1/06-10/31/07*

in Minutes LB HB LB HB LB HB
10 or less $ 2,314 $ 3,159 $ 2,383 $ 3,254 $ 2,454 $ 3,352
15 or less 3,381 4,617 3,482 4,756 3,586 4,899
30 or less 5,759 7,661 5,932 7,891 6,110 8,128
60 or less 10,988 14,545 11,318 14,981 11,658 15,430
90 or less 16,225 21,406 16,712 22,048 17,213 22,709
120 or less 21,464 28,270 22,108 29,118 22,771 29,992

*
See page 72.
13
For a writer (excluding a “writing team”) of a story and telescript for a sixty (60)
minute single, stand-alone documentary program that is not part of a series, the Company shall
contribute, in addition to the amount required under Article 17, an amount, if needed, which will
entitle such writer to a full year of health coverage. In no event shall the Company be required
to make such additional contributions if such writer is otherwise eligible for coverage under the
Writers Guild–Industry Health Fund or any other health plan. Further, the Company shall not be
required to contribute such additional amount until the writer has provided the Company with a
statement attesting to lack of coverage under any other health plan together with written
verification from the Writers Guild–Industry Health Fund of the need for such additional
contributions to provide the coverage.

- 451 -
 (4) News Programs

(a) Commercial

(i) For a writer employed on a five (5) times

per week basis on a news program
broadcast as a strip five (5) times per week,
the minimum basic compensation shall be
as follows:

Program Length 11/1/04-10/31/05 11/1/05-10/31/06 11/1/06-10/31/07*

in Minutes (1)14 (2)15 (1)14 (2)15 (1)14 (2)15
5 or less $1,241 $2,031 $1,278 $2,092 $1,316 $2,155
10 or less 1,641 2,724 1,690 2,806 1,741 2,890
15 or less 2,067 3,281 2,129 3,379 2,193 3,480
30 or less 2,587 3,748 2,665 3,860 2,745 3,976
60 or less 3,152 4,524 3,247 4,660 3,344 4,800
90 or less 3,711 5,300 3,822 5,459 3,937 5,623
120 or less 4,271 6,077 4,399 6,259 4,531 6,447

(ii) For a writer employed on a strip news

program on a basis other than five (5) times
per week, the applicable minimum
compensation payable shall be computed as
a percentage of the applicable minimum
compensation for programs broadcast five
(5) times per week, in accordance with the
following schedule:

Number of Programs Applicable Percentage

1 time per week 25%
2 times per week 40%
3 times per week 60%
4 times per week 80%
6 times per week 120%
7 times per week 140%

*
See page 72.
14
This rate is for strip programs which run once per day.
15
This rate is for strip programs which run twice per day.

- 452 -
 (iii) The rate for a single news program script
shall be:

Program Length 11/1/04- 11/1/05- 11/1/06-

in Minutes 10/31/05 10/31/06 10/31/07*
5 or less $ 1,237 $ 1,274 $ 1,312
10 or less 2,468 2,542 2,618
15 or less 3,489 3,594 3,702
30 or less 6,971 7,180 7,395
45 or less 8,203 8,449 8,702
60 or less 10,460 10,774 11,097
75 or less 12,103 12,466 12,840
90 or less 14,774 15,217 15,674

For programs in excess of ninety (90)

minutes, the minimum basic compensation
shall be the applicable sixty (60) minute
rate plus, for each half hour or fraction
thereof in excess of sixty (60) minutes, the
difference between the applicable sixty (60)
minute rate and the applicable thirty (30)
minute rate.

The Guild agrees that notwithstanding any

grievance settlement(s), arbitration
award(s) and/or practices under or
provision(s) in this Agreement to the
contrary:

(A) the applicable minimum

compensation required by this
Agreement for writing services on a
segment of a prime time news
magazine program with multiple
segments (e.g., “20/20,”
“Primetime”) shall be the single
news program script rate for a
program of 15 minutes or less;
provided that if the material written
by a writer on such program exceeds
fifteen (15) minutes in running time,
the applicable minimum
compensation shall be the 30 minutes
or less rate;

(B) the Company shall have fulfilled its

obligation for the applicable
minimum compensation set forth in
subparagraph (A) above by payment,
offset or crediting of this amount

*
See page 72.

- 453 -
 against any payments which the
employee receives from the
Company for services as a producer
on that program; and

(C) the Company shall make

contributions to the Pension Plan and
Health Fund in accordance with
Article 17 based on the applicable
minimum compensation set forth in
subparagraph (A) above, or on the
appropriate percentage of such
compensation for reruns, as
applicable.

(b) Sustaining - Seventy percent (70%) of the

applicable figures in subparagraph (4)(a) above.

(5) (a) Minimum Series Commitment - Aggregate

The formulas (using the applicable base rate in

this Article 13.B.8.), conditions of employment
(including the footnotes) and individual writer
minimums in Articles 13.B.6.a.(1)(b) and
6.b.(1)(c) may be utilized to employ writers
pursuant to this Article 13.B.8.

(b) Segment Formula

The provisions of Article 13.B.6.c. (using the

applicable base rate in this Article 13.B.8.) may
be utilized to employ writers pursuant to this
Article 13.B.8. when different writers are
employed to perform services on individual
segment(s) only of a program covered by this
Article 13.B.8.

c. Narrative Synopsis of Story

In order to determine the suitability of a story for telescript

purposes, Company may request writer to prepare a narrative
synopsis thereof of reasonable length (utilizing a storyline
contributed by writer) subject to the following terms and
conditions:

- 454 -
 (1) The minimum compensation for the preparation of such
synopsis shall be as follows:

Program Length 11/1/04- 11/1/05- 11/1/06-

10/31/05 10/31/06 10/31/07*
15 minutes or less $1,070 $1,102 $1,135
30 minutes or less (but more than 15) 1,779 1,832 1,887
60 minutes or less (but more than 30) 3,381 3,482 3,586
90 minutes or less (but more than 60) 4,970 5,119 5,273

(2) Company shall have the right, by giving writer notice to

such effect within fourteen (14) days after the date of
delivery of such synopsis, to employ writer to prepare a
telescript based thereon. If Company exercises such
right, the compensation paid for the synopsis shall be
deemed an advance against the total compensation
payable with respect to such telescript, the minimum
with respect to which shall be as set forth in
subparagraph 8.b. of this Appendix A.

(3) If Company does not exercise the right described in

subparagraph 8.c.(2) above, Company shall, not later
than the end of the fourteen (14) day period described in
subparagraph 8.c.(2) above, return the synopsis to the
writer who shall, in such event, retain all his/her right,
title and interest in the literary material contained in
such synopsis except to the extent that any program
format, characterizations of personalities, if any, name
or title belonging to Company or to any third person
were incorporated in the synopsis, it being the intent of
this provision that the writer shall in any event be free to
use, license or dispose of the literary material contained
in such synopsis to the extent that the same can be done
without using elements belonging to Company or to a
third person as above set forth.

(4) Company shall sign and deliver to the writer, on the date
of hiring, a document stating that Company has
employed writer to prepare a synopsis pursuant hereto
and that the conditions of such employment are upon
terms not less favorable than those provided by this
subparagraph 8.c.

d. Rewrite or Polish Minimum Compensation

Company shall pay not less than the following minimum

compensation with respect to rewrites or polishes of
telescripts:

*
See page 72.

- 455 -
 Program Length Rewrite or Polish
Low Budget 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
15 minutes or less $1,689 $1,740 $1,792
30 minutes or less 2,884 2,971 3,060
60 minutes or less 5,315 5,474 5,638
90 minutes or less 8,118 8,362 8,613
120 minutes or less 10,925 11,253 11,591

Program Length Rewrite or Polish

High Budget 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
15 minutes or less $ 2,305 $ 2,374 $ 2,445
30 minutes or less 3,839 3,954 4,073
60 minutes or less 7,265 7,483 7,707
90 minutes or less 10,707 11,028 11,359
120 minutes or less 14,145 14,569 15,006

e. Applicable Time Period

When fifty percent (50%) or less of a news, documentary or

public affairs program covered by this Appendix A is intended
to consist of material written by a writer or writers, the
applicable minimum compensation shall be the minimum basic
compensation applicable to the time period actually consumed
by the material but no less than the minimum time bracket
indicated:

Length of Program Minimum Time Bracket

15 minutes or less length of entire film
Over 15 minutes
(but not over 60 minutes) 15 minutes
Over 60 minutes 30 minutes

However, if a writer writes the story and telescript for a one (1)
hour documentary program, the minimum time bracket shall be
thirty (30) minutes.

f. Simulcasts

The minimum compensation for a simulcast shall be one

hundred thirty-three and one-third percent (133a%) of the
applicable minimum basic compensation for that program set
forth in this Appendix A.

*
See page 72.

- 456 -
 g. Local Programs

For covered local programs, i.e., those produced for local

television broadcast in New York or Los Angeles, Company
shall pay twenty-five percent (25%) of the applicable
minimum compensation provided for above in this
subparagraph 8.

h. Reading Time for Writers Employed in Additional Staff

Capacity

As to a writer who is also employed by the Company as a staff

employee in another capacity or capacities, the time within
which revisions may be requested shall be negotiated between
the Company and the writer and included in the individual
contract, but in no event shall such time period be in excess of
fifty-two (52) weeks after writer’s first submission of any
material.

i. Minimal Writing16

When there is minimal writing and the only literary material

written for a program is for openings, closings, introductions,
questions and/or bridging, the provisions of Article 13.B.6.a.
or b. shall apply in lieu of the provisions of any other
categories of Appendix A (other than serials). For examples
and descriptions of programs with minimal writing, see Article
13.B.7.h.

j. In no event shall the compensation of a writer employed on a

program or series in production prior to May 2, 1995 be
reduced by the new provisions in Appendix A.

Article 14. Writers Also Employed in Additional Capacities

It is understood that Article 14 of the Basic Agreement shall have no application

to services of any kind rendered by persons employed as writers and/or in other
capacities on programs covered by this Appendix A.

16
The parties have agreed that, during the term of this 2004 Agreement, these rates may
not be used unless the Company gives the Guild written notice of its intention to produce a
program under this subparagraph 8.i. no later than thirty (30) days prior to the commencement of
such program’s production. Such notice shall fully set forth a description of the program and the
quantity and type of material to be written for such program. If the Guild disputes the
Company’s characterization of the program or material to be written, it shall promptly notify the
Company, and the parties shall meet to discuss the matter. If the parties do not reach agreement
on the program’s classification, the parties retain their respective rights under this Agreement. If
the Company or the Guild desires to terminate this provision, it may do so upon one hundred
twenty (120) days written notice to the other. However, a program or series produced or in
production pursuant to such provisions shall remain subject thereto.

- 457 -
Article 15. Television Exhibition

Article 15.B. shall provide with respect to programs covered by this Appendix A:

1. Generally

a. Application of Article 15.B.

Except to the extent expressly provided for in this Appendix A,

the minimum compensation for reruns and foreign telecasts of
television programs covered by this Appendix A shall be
computed according to the formula set forth in subparagraphs
1. and 2. of Article 15.B.

The “applicable minimum compensation” is the minimum

salary or amount required to be paid, under the provisions of
this Agreement, for the type of program involved. Except to
the extent otherwise provided in this section, references in
Article 15.B. to television “film(s)” or “motion picture(s)”
shall be deemed to refer to television “program(s).”

b. The provisions of Article 15.B.1.b.(2)(a) (reruns over

television network in prime time) shall not apply to programs
covered by this Appendix A.

c. Allocation

(1) If more than one writer shares a story credit or teleplay

credit or story and teleplay credit on a program other
than a comedy-variety program, then all writers sharing
each such credit shall be considered a unit and shall
participate equally and receive in the aggregate the rerun
payments and foreign telecast payments applicable
thereto.

(2) In the case of a comedy-variety program or other

program category for which the minimum series
commitment is applicable, writers receiving credit in
connection with the weekly unit of such program(s)
(other than for self-contained portion(s)) shall share in
such rerun and foreign telecast payments in the same
ratio that their initial compensation each bore to the
other. Such amounts shall be determined as follows:
First, the minimum applicable aggregate compensation
for said weekly unit shall be multiplied by a fraction
whose numerator shall be the amount of each of such
individual writer’s compensation for the weekly unit of
programs and whose denominator shall be the aggregate
compensation that was paid to all writers for the weekly
unit of programs. Then, such resultant amount shall be
multiplied by a fraction whose numerator shall be the
number one (1) and whose denominator shall be the
number of programs in the original weekly unit. Such

- 458 -
 amount shall then be multiplied by the appropriate
percentage of applicable minimum compensation set
forth above for the applicable rerun or foreign telecast.

(3) With reference to programs described in subparagraph

c.(2) above, unless such program is part of a comedy-
variety series which first commenced broadcasting
before March 2, 1981, the Guild shall have the right to
adopt a different formula for allocation of the above
payments. In the event that the Guild does adopt such
different formula, the Guild will notify the Companies
of such formula and such different formula shall be
applicable only to comedy-variety programs on which
all writers are first contracted subsequent to the date of
such notice. It is agreed that such substitute formula
shall in no way increase the total aggregate payments
which would be payable to credited writers with respect
to such uses of any such program.

d. Use by Armed Forces. Non-commercial broadcast of material

written hereunder by any of the Armed Forces of the United
States over Armed Forces stations, or exhibition by the Armed
Forces to non-paying audiences consisting predominantly of
members of the Armed Forces, shall not be deemed a run or a
foreign telecast hereunder. Such broadcast or exhibition shall
be restricted to localities outside the continental United States.

e. Notwithstanding anything to the contrary in Article 15 or

elsewhere in the Basic Agreement, Company shall have the
right to make the “Incidental Uses” of program material
covered by this Appendix A described in Article 16.B.4. hereof
without making rerun or foreign telecast payments hereunder.

2. Comedy-Variety Programs - Prime Time, Once a Week or Less

a. The minimum compensation for reruns of a comedy-variety

program produced for prime time network broadcast on a basis
of once a week or less shall be the following percentage of the
applicable minimum basic compensation pursuant to Appendix
A:

(1) For the second run, 100%

(2) For the third run in prime time, 100%; in other than
prime time, 75%
(3) For the fourth run, 50%
(4) For the fifth run, 50%
(5) For the sixth run, 25%
(6) For the seventh run, 10%
(7) For each subsequent run thereafter, 5%

b. As to such programs, the restriction on application of excess

pursuant to Article 15.B.3. shall apply only to that part of a
writer’s initial compensation which is at or less than one

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 hundred fifty percent (150%) of the applicable minimum
compensation herein set forth.

c. In the event such television program is telecast in any part of

the world outside the United States and Canada, the writer(s)
shall be paid additional compensation for such foreign
telecasting pursuant to the percentage formula set forth in
Article 15.B.2. hereof, applied to the minimum compensation
figures for a story and/or teleplay pursuant to Article 13.B.7.a.
through c. of this Agreement. When there is a minimum
variety show commitment, if two (2) writers were employed on
the program, the aggregate applicable minimum compensation
is to be one hundred fifty percent (150%) of the applicable
minimum for one (1) writer, and for each additional writer
employed on the program, the combined minimum figure is to
be arrived at by increasing the applicable minimum for two (2)
writers by an additional twenty-five percent (25%).

d. With respect to a comedy-variety program produced by the

Company, the Company, on request from the Guild, will notify
the Guild as to any license to a distributor for syndication of
such program in a foreign area, as defined in this Agreement.
Such notice will include the name of the licensee and the
foreign areas authorized in the license.

3. Non-Prime Time Serials

a. Character payments

(1) A footnote shall be added to Article 15.B.14.h. to read:

h. Character Payments*

*Note that as to characters from non-prime time

serials subject to this Agreement, which serials
were first broadcast prior to February 14, 1973
and which characters were created between
February 14, 1973 (the “effective date”) and
March 2, 1981, the following special provision
applies pursuant to the 1973 and 1977 MBAs:

If a writer on or after such effective date creates a

character (which shall include a characterization)
which is, as between the Company and the writer,
essentially the sole original creation of the writer
and is written into the material for the serial, is
distinctive and identifiable in the sense that it
embodies a combination of characteristics which
as a whole is not common to and therefore sets it
apart from any other character as a whole; and as
to which the writer has submitted in writing, no
later than the time at which the writer delivers the
material written for the serial in which the

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 character is introduced, to the Company a detailed
characterization of any character which he claims
to be his original creation, as aforesaid, including
the interplay between that character and other
characters in the serial; and if the character is
subsequently extracted from that serial by the
Company, or its assignee, licensee or successor in
interest and used as the principal character (or as
the co-equal leading character) in a new serial, the
Company shall pay to the writer(s) who created
such character the sum of one hundred dollars
($100.00) per week for each week during which
the new series or serial is broadcast, up to a
maximum of ten thousand dollars ($10,000.00).
If such character is created by more than one (1)
writer, such payment shall be divided equally
among such writers unless such writers file with
the Company a written statement setting forth a
different division.

If a character used by the Company in good faith

embodies one (1) or more essential characteristics
not embodied in a character originally created by
the writer, or in good faith does not embody one
(1) or more essential characteristics embodied in a
character originally created by the writer and
which addition or deletion creates a significant
personality change in such character, such
character shall not be deemed to be the character
originally created by the writer.

(2) Additional compensation for uses of serial material as

set forth in Article 15.B.14., except for the character
payments in subparagraph h., may be bought out by
negotiation subject to payment of the applicable “upset
price” set forth in Article 16.B.5.

b. Flashbacks - Non-Prime Time Serials

The Company may use an excerpt from a non-prime time serial

as a flashback without payment of additional compensation,
except as set forth below in this subparagraph b.

(1) A writer of material used in an excerpt who is not

employed on the serial at the time such excerpt is
inserted shall be entitled to compensation as follows:

(a) For a flashback one (1) minute in length or less,

such writer shall be entitled to the sum of fifty
dollars ($50.00).

(b) For a flashback more than one (1) minute in

length and up to three (3) minutes in length, such

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 writer shall be entitled to the sum of one hundred
dollars ($100.00).

(c) For a flashback more than three (3) minutes in

length, such writer shall be entitled to rerun
compensation based on the percentage formula
contained in Article 15.B.1.b. hereof applied to
that writer’s applicable minimum compensation
for the program prorated on a daily basis. (For
instance, the head writer’s applicable minimum
compensation would be computed on the basis of
one-fifth of the head writer’s weekly minimum
compensation, and the script writer’s applicable
minimum compensation would be computed on
the script writer’s daily script minimum.)

(2) A writer of material used in an excerpt who at the time

of such use is employed on the serial but is not a writer
of the episode into which such excerpt is inserted shall
be entitled to compensation as follows:

(a) For a flashback less than one (1) minute in length,

no compensation is due.

(b) For a flashback one (1) minute or more but less

than three (3) minutes in length, such writer shall
be entitled to the sum of fifty dollars ($50.00).

(c) For a flashback three (3) minutes or more in

length, such writer shall be entitled to the sum of
one hundred dollars ($100.00).

(3) It is understood that standard openings and closings

shall not be construed as “flashbacks.”

c. Except as modified by subparagraph b. above, the excerpt

formulas in Article 15.B.10. of the 1992 Extension Agreement
will apply to the use of excerpts from non-prime time serials
covered by Appendix A; provided, however, the provisions of
Article 15.B.10.e. of this Basic Agreement relating to
compilation programs will apply when excerpts from programs
other than Appendix A serials as well as Appendix A serials
are used in such compilation program. In all cases, the excerpt
fee rates in this Agreement will apply.

3.1. Other Non-Dramatic Programs, Documentary, News and Public

Affairs Programs

When utilizing the provisions of Article 13.B.6.a. or b., 13.B.7.h.,

13.B.8.b.(5)(a) or 13.B.8.i. of this Appendix A, when a segment is
rerun in a new or recombined program of the same series, the
segment will have its own run pattern separate from the program in
which it was first contained and residuals for the segment shall be

- 462 -
 paid pursuant to Article 15.B.1.b. and 15.B.2. based on the applicable
program minimum for one writer (or team of writers) for the program
in which the segment was first contained. This formula will not
apply when a program is rerun as first broadcast and runs of that
program will not affect the run pattern of a segment in a new or
recombined program.

4. Documentary Programs

Foreign Telecasts of News Programs

Additional compensation for foreign telecasts of news programs shall

be the subject of individual bargaining between the writer and the
Company.

5. Application of Article 15.B.14.

It is understood that Article 15.B.14. shall have no application to

comedy-variety, quiz and audience participation, or other
non-dramatic programs (including non-dramatic children’s programs)
(other than documentary), or to news and public affairs programs.

6. Radio Use of Simulcast Programs

When the initial broadcast of a television program subject to this

Appendix A was a simulcast, the minimum compensation for a rerun
on television only shall be computed on one hundred percent (100%)
(rather than one hundred thirty-three and one-third percent (133a%))
of the applicable minimum basic compensation for that program as
set forth in Article 13 of this Appendix A. For a reuse on radio only,
the minimum compensation shall be the applicable reuse fee as set
forth in the applicable WGA Radio Freelance Minimum Basic
Agreement. Said two amounts shall be combined if the additional
uses constitute a simulcast.

Article 16. Separation of Rights

Article 16.B. shall provide in part:

1. Comedy-Variety Programs

a. The provisions of Article 16.B.4. shall apply to any sketch or

routine included in a comedy-variety program, but not with
respect to the following elements: the context, central
premises and continuing framework of the series and its
established segments; series, program or established segment
titles or other identifying devices; and characters or
characterizations, unless such characters or characterizations
were created by the writer and meet the criteria for sketch
sequelization payments.

Those segments, characters and characterizations created by

the writer which meet the criteria for sketch sequelization

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 payments set forth in the second paragraph of Article 16.B.4.
shall be governed by the provisions of such paragraph.

b. Except as provided in this subparagraph 1., Article 16 shall not

apply to comedy-variety programs and the Company shall own
all of the rights in materials for comedy-variety programs of
any nature or description whatever.

c. The following statement of position pertains to material written

under the 1973 and 1977 Agreements:

4. Sketches and Routines

As to rights in material for comedy-variety programs

written under either the 1973 or 1977 WGA-Networks
Basic Agreement, the parties thereto reserve the
respective positions previously maintained by each of
them. Nothing in this Agreement shall prejudice the
assertion of rights by either party in comedy-variety
program material written under the aforesaid prior
Agreements.

2. Serials (Non-Prime Time)

a. Notwithstanding any provisions of Article 16.B. to the

contrary, the writer or writers having separated rights in a
serial broadcast in other than prime time shall have no right to
dispose of or exploit any of the following reserved rights until
six (6) months after the date on which the last broadcast of
such serial occurs:

(1) The theatrical motion picture rights;

(2) The (reserved) television rights;
(3) The radio rights;
(4) The merchandising rights;
(5) The right to dispose of or exploit any separated rights in
“Supplemental Markets,” as defined in Article 51.

The Company may block disposition or exploitation of all

other reserved rights (e.g., dramatic, publication, recording,
transcription and subsidiary rights) until six (6) months after
the date of the last broadcast of the serial, if at the time of
employment the Company shall make a payment designated
for that purpose of not less than the applicable sum set forth
below to a writer or team of writers having separated rights in
a serial.

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 Program Length Effective
in Minutes 11/1/04- 11/1/05- 11/1/06-
10/31/05 10/31/06 10/31/07*
15 $ 4,142 $ 4,266 $ 4,394
30 5,523 5,689 5,860
45 6,903 7,110 7,323
60 8,283 8,531 8,787
90 11,043 11,374 11,715

b. The upset price for a format for a serial intended for network
broadcast in other than prime time shall be four (4) times the
applicable minimum for such a format, and the upset price for
a bible for such a serial shall be twice the applicable minimum
for such bible. The upset price paid for a format or bible for
such a serial shall include compensation for the writing of
story projections.

c. Notwithstanding the provisions of Article 16.B., separation of

rights in a new serial which is a spin-off from another serial
shall apply only to such a serial spun off from a serial created
or established after February 14, 1973.

d. The applicable television series sequel rights payments due a

writer entitled to separation of rights for a serial broadcast
more than once a week shall be, for each week of production
and broadcast of such serial, the amount applicable pursuant to
Article 16.B.2. to a single television episode.

3. Quiz and Audience Participation Programs

It is understood that the Company shall own all of the rights in

materials for quiz or audience participation programs of any nature or
description whatever.

4. “Incidental Uses” of Material

Notwithstanding anything to the contrary in Articles 15, 16 or 51 or

elsewhere in this Agreement, Company shall have the right to make
the following uses of material covered by this Appendix A without
making any payment in addition to the initial compensation therefor:

a. To modify or revise such material; to include or integrate it

with other material or literary works for television broadcast
use, including simulcast; to read, rehearse, and reproduce it; to
record it on film or otherwise for the purpose of (1) insertion as
part of a program, (2) making a simulcast (including any
recorded insertion) if the broadcast use contracted for is a
simulcast, and (3) audition, reference, and file; and to make
such other uses of it which are not inconsistent with the terms

*
See page 72.

- 465 -
 of this contract and which are reasonably necessary or desirable
in order fully to give effect to such broadcast use.

b. To use the material in advertising and publicity material in

connection with the program; to broadcast, over the same
facilities as the program is broadcast, excerpts of recordings of
material in the form of promotional announcements and/or
trailers.

c. To furnish recordings of the material to advertisers and/or

advertising agencies for non-broadcast showings for advertising
and promotional purposes to sponsor’s employees, trade,
business and similar groups (as distinguished from the general
public) for which no admission fee is charged.

d. To publish or authorize publication for distribution by the

Company of excerpts from, or summaries of, the material
(accompanied by appropriate credit to the writer), at any time
for promotional purposes, provided no charge is made and
provided that not more than one-third of the actual number of
words (exclusive of commercial messages, stage directions and
the like) is used, and provided that in the case of promotional
purposes for distribution solely within the broadcast industry,
not more than two-thirds of the actual words (as aforesaid) are
used. In the event that any material is used as provided in this
paragraph, there shall be included in each copy of the material
so used the usual notice of copyright in the name of the
Company or the writer(s) as may be mutually agreed upon in
writing between the Company and the writer(s) in the
employment agreement or at any time prior to such use.

The rights defined in this subparagraph d. shall terminate if the

writer has the right to enter and has entered into a bona fide
contract for serial, book or other publication and has so notified
the Company in writing.

e. To authorize others to use recordings of the material for direct

projection exhibition in film festivals and competitions (but not
in any theater, auditorium or other place if an admission fee is
charged for such exhibition) and only if the Company does not
derive profit from such use.

f. To furnish to individuals, clubs or religious, educational,

charitable or business organizations, for study or discussion
purposes, copies of transcripts of public affairs programs on
provocative or controversial issues, if the material written by
the employee represents less than twenty-five percent (25%) of
the program.

Article 17. Pension Plan and Health Fund

The terms “initial compensation” and “minimum initial compensation,” as used in

Article 17.B. of the Basic Agreement, shall be modified as to programs covered by

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this Appendix A to include the minimum initial compensation computed at the
rates specified in and pursuant to Article 13 hereof.

Article 19. Use and Delivery of Standard Form Contracts

As to the programs covered by this Appendix A, the procedures set forth in the
Attachment shall apply in lieu of Article 19.C., with respect to assignments and
individual contracts.

Article 20. Speculative Writing

It is understood that the provisions of Article 20.B.3. and 4. shall be inapplicable to

news, documentary and public affairs programs and, in lieu thereof, the provisions
of paragraphs 1. and 2. of the Attachment referred to above shall apply thereto.

Article 21. Location Expenses

Article 21 shall provide with respect to news, documentary and public affairs
programs:

It is agreed that flight by tourist or higher class of accommodation in a jet or

turbo-prop airplane of a scheduled airline will satisfy the requirements of
“first-class transportation” provided that (a) the scheduled air travel time of
such flight is eight (8) hours or less, and (b) no other employee of the
Company working on the same program or assignment as the writer is
furnished first-class air accommodation for the same trip (unless such other
employee is furnished such first-class accommodation solely by reason of a
collective bargaining agreement which has contained such a requirement
since prior to April 1, 1963 or solely because no air accommodation other
than first class is available). If any other employee of the Company is
furnished first-class air accommodation “solely because no air
accommodation other than first class is available” and a writer covered by
this Agreement is not furnished first-class accommodation, the Company
shall notify the Guild as soon as possible of such fact and shall be required
to set forth in such notification all of the facts and circumstances
surrounding the furnishing of such first-class air accommodation to such
other employee.

Article 22. Term Contracts - Options

The provisions of Article 22 of the Basic Agreement shall not apply to contracts
for the services of writers of material for programs covered by this Appendix A.

Article 28. Warranty and Indemnification

As applied to material for news, documentary and public affairs programs,

subparagraph A.4. of Article 28 shall read:

4. be required to warrant or indemnify with respect to third party

defamation, invasion of privacy or publicity claims, when the writer is
requested by the Company to prepare literary materials which are
based in whole or in part on any actual individual, whether living or
dead, provided writer accurately provides or makes available to

- 467 -
 Company for review prior to broadcast the information on which such
materials are based for the purpose of permitting the Company to
evaluate the risks involved in the use of the material supplied by
writer.

Article 39. Pilot Screening

It is understood that Article 39 of the Basic Agreement shall have no application to

programs covered by this Appendix A.

Article 41. Notices

Article 41 shall provide with respect to programs covered by this Appendix A:

All notices which the Company is required or may desire to serve upon a
writer, a claimant, or the Guild, under the provisions of this Basic
Agreement, including, but not by way of limitation, the separation of rights
provisions of both theatrical and television, shall be addressed to such writer,
claimant, or the Guild, in care of the Guild at its principal office in Los
Angeles County, California, as to notices with respect to employments,
purchases or claims to which California law applies, or as to matters
concerning Writers Guild of America, west; or at its principal office in New
York City, New York, as to notices with respect to employments, purchases
or claims to which New York law applies, or as to matters concerning
Writers Guild of America, East. All notices which a writer, a claimant or the
Guild is required or may desire to serve upon the Company, under the
provisions of this Basic Agreement, shall be addressed to the Company at its
headquarters for the production of motion pictures and/or television
programs in California or New York, as the case may be.

Such notices may be served by registered mail or telegram. Any notice so

mailed, postage prepaid, shall be conclusively deemed to have been received
on the second day following deposit if posted within the state to which
addressed (California or New York), or on the fifth day following such
deposit if posted from outside the state of address but within the continental
United States, or on the tenth day following such deposit if posted from a
place outside the continental United States. Any notice delivered to a
telegraph office, toll prepaid, shall be conclusively deemed to have been
received upon the day following such delivery.

Notwithstanding the foregoing, there shall be no presumption of receipt

during the period of any strike or work stoppage in the United States mail
system.

Article 48. Professional Status of Writers; Writer Participation in the

Production Process (General)

J. Committee on the Professional Status of Serial Writers

Article 48 shall provide with respect to serial writers covered by this MBA:

Within sixty (60) days following ratification of this Agreement, the

“Committee on the Professional Status of Serial Writers” will hold its

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 first meeting and will meet at least twice a year thereafter, at the call
of the WGA or one or more of the Companies. At such meetings, any
subject that the Committee members wish to discuss relating to the
professional status of serial writers will be a suitable subject for
discussion and study, including appropriate recommendations of
solutions to problems that arise in the serial writing field.

Article 61.17 Services Not Covered by This Agreement (Documentary)

A. The Company agrees, with respect to news, documentary and public

affairs programs, that if it enters into an agreement with an employee
covering both services not covered by this Agreement and also writing
services covered by this Agreement, it will pay to the employee a sum
in excess of the minimum compensation applicable to the services
covered by this Agreement. The Guild agrees that in such case, so
long as the amount paid to such employee is in excess of all minimum
compensation required to be paid to such employee under this
Agreement and so long as the Company does not in fact allocate all of
such excess to payment for additional writing services or rights under
this Agreement, the Company shall be conclusively presumed to have
fulfilled its obligation to pay the applicable minimum compensation
required by this Agreement.

B. Notwithstanding Paragraph A. above, the Company shall not have the

right to offset the sums which may become due as foreign telecast or
Supplemental Markets payments under Article 15 or 51 of this
Agreement against compensation paid to a writer who is employed by
the Company under a term contract, which compensation is in excess
of minimum compensation for writing services hereunder, unless a
portion of such excess compensation is set aside pursuant to
subparagraph 1. or 2. below.

1. In the case of an individual employed under a term contract

either for writing alone or for the performance of other duties as
well, which provides for weekly, monthly, quarterly,
semi-annual, or similar overall compensation (all hereinafter
referred to as “overall compensation”) against which fees for
covered writing services may be offset, for which a specific
portion of such overall compensation is set aside in such term
contract against which only foreign telecast and Supplemental
Markets payments pursuant to this Agreement may be offset.

2. In the case of an individual employed under a term agreement

which provides for overall compensation, but also provides that
if such individual from time to time performs services covered
by this Agreement, the parties will enter into one or more
individual agreements specifically covering such services, but
that compensation under such individual agreements may be
offset against the overall compensation provided in the term
agreement, when either

17
Formerly Article 59 of Appendix A.

- 469 -
 a. a specific sum is set aside in the term agreement against
which only foreign telecast and Supplemental Markets
payments pursuant to this Agreement may be offset; or

b. a specific sum is set aside in the individual agreements

against which only foreign telecast and Supplemental
Markets payments pursuant to this Agreement may be
offset.

In either case, no more than four percent (4%) of such overall

compensation may be so set aside. If payments due hereunder
exceed the portions or sums set aside in subparagraph 1. or 2.
above, such excess shall be payable to such writer over and
above any such overall compensation.

C. Notwithstanding anything to the contrary herein, no offsetting or

crediting of any payment under this Agreement shall be permitted
when utilizing the provisions of Articles 13.B.6.a.(1)(b), 13.B.6.b.,
13.B.6.c., 13.B.7.h., 13.B.8.b.(5) or 13.B.8.i. of Appendix A. In
addition, the provisions of this Article 61 shall not apply to programs
produced for basic cable pursuant to the provisions of Appendix C.

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 ATTACHMENT TO APPENDIX A

PROCEDURES WITH RESPECT TO ASSIGNMENTS AND

INDIVIDUAL CONTRACTS REFERRED TO IN ARTICLES 19 AND 20

1. Each Company will appoint a person or persons authorized to make

deals with writers. The Company will make available to the Guild
blank copies of form contracts, if any.

2. Any representative of the Company may discuss with a writer the

possibility of an assignment, provided that the status of the Company
representative is made known to the writer, but in no event shall such
assignment be made or undertaken unless such representative is
authorized to contract on behalf of the Company.

3. If the writer and such representative of the Company are agreeable to

an assignment to the writer being made, the writer (or anyone
designated by the writer to make commitments on his/her behalf) and
such representative, if he/she is authorized to contract on behalf of the
Company, or, if such representative is not authorized to contract on
behalf of the Company, then a representative of the Company who is
so authorized, will discuss terms of the engagement. The Company
shall not request or require of the writer the submission of material or
the performance of any writing services prior to discussion and
agreement on the terms of the engagement.

4. When the writer and such authorized representative have reached

agreement, the assignment will be firm; a formal contract will be
forwarded to the writer within ten (10) days; the writer will return the
contract, signed, within ten (10) days or within such period will raise
objections to specific clauses in the agreement. These time periods
shall apply except for extraordinary circumstances.

5. Disputes are to be resolved as rapidly as possible and both parties will

endeavor in good faith to have a signed contract in existence prior to
the telecast of the material covered.

6. The Company agrees to send the Guild a copy of the executed

contract of employment for a writer employed pursuant to Article
13.B.2., Article 13.B.4., Article 13.B.5., Article 13.B.6.a., Article
13.B.6.b. and Article 13.B.8. within one (1) week after its receipt by
the Company. If the Guild gives notice in writing to the Company
that such contract contains provision(s) less favorable to the writer, or
inconsistent with, or violative of, the applicable terms and conditions
contained in this Basic Agreement and if that Company fails to make
the change so requested within fifteen (15) days after receipt of the
Guild’s written notice, the difference or controversy may be submitted
by either party to grievance and arbitration pursuant to Articles 10 and
11.

An inadvertent failure by the Company to furnish a copy of such

contract shall not constitute a breach of this Basic Agreement.

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 TELEVISION SCHEDULE C

APPENDIX A – PROGRAM CREDITS

(OTHER THAN DOCUMENTARY)

For purposes of this TELEVISION SCHEDULE C, the word “program(s)” means

only program(s) covered by Appendix A (other than documentary, news and public
affairs programs).

This Schedule C shall amend and modify Television Schedule A of the Basic
Agreement. As to material not covered by a correspondingly numbered paragraph
of this Schedule C, Television Schedule A of the Basic Agreement shall govern.
As to material marked “Television Schedule A is not applicable,” or if material in
Schedule A is inconsistent with this Schedule C, Schedule A shall not apply. The
substance of material marked “Television Schedule A is not applicable” may be
covered in other paragraphs of this Schedule C, or may be omitted entirely.

1. a. Subject to the provisions hereof dealing with credit arbitration, on

each program for which a writer furnishes material, the Company
shall give visual credit (and may, if it elects, give audio credit as well)
to such writer, except when the writer prefers otherwise (and provided
the Guild consents) or when the special characteristics of the program
make it essential not to reveal that the show was written by any person
or persons other than the performer.

b. When material for a program which is broadcast two (2) or more

times a week is written by the same writer(s), credit need be given to
such writer(s) on such program only once a week. Upon request by
the writer(s), the Company shall notify the writer(s), in advance, of
the day of the week on which such credit is to be given and shall
thereafter continue to give such credit on such day; provided,
however, that the Company shall have the right to change such day by
giving the writer(s) advance notification thereof.

Notwithstanding the foregoing, writers writing material for serials

broadcast in other than prime time shall be given additional credit as
follows:

(1) Whenever credit is given to the director of the program;

(2) Additional credit, to be given on such day or days as the

Company in its sole discretion may determine, as necessary so
that the total credits given shall aggregate not less than two (2)
credits per week overall during each thirteen (13) week cycle of
employment; and

(3) Credit in the form “Created by” shall be accorded for a

non-prime time serial once per week to the writer(s) entitled to
separation of rights therein.

c. When the exigencies of time make the credits herein provided

impractical, failure to give such credit shall not be considered a breach
of this Agreement.

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 d. If the producer or the director of the program receives credit alone in
frame (on screen), the writer shall also receive credit alone in frame
(on screen), provided that all writing credits to writers may be given
in the same frame. If roller-type credits are used, the Company shall
set the writing credits in such fashion that when they are centered on
the screen, no other credit shall be visible.

e. For serial or comedy-variety programs only, credit to the writer shall

be immediately before or after that given to the director.

f. Except as provided in subparagraph 1.e. above, all visual credits to

writers shall be placed either immediately before or immediately after
one of the following:

(1) The most prominent credit to the producer;

(2) The most prominent credit to the director;

(3) The credit to the author of the underlying literary property, if

any;

(4) The most prominent credit to the star;

(5) The title (or subtitle) of the program; or

(6) The entertainment portion of the program.

If neither the producer nor the director receives credit on the program,
the credit to the writer may be given at any of the other places
specified above or either immediately before or immediately after the
last commercial.

2. The form of writing credit for programs covered by this Schedule C shall be
as follows:

a. Comedy/Variety program:

(1) “Written by;”

(2) “Writers” (applicable only to programs of the “talk” type such

as “Tonight” and “Merv Griffin”);

(3) When appropriate, “Special Routines Written by.” Credit for

sketches shall be “Sketch (or Sketches) Written by” and lyrics,
“Lyrics Written by;”

(4) No other form of credit may be given without a Guild waiver,

which will not be unreasonably withheld.

Such credits shall be in a readily readable color, size and speed.

- 473 -
 Whenever it is proposed that the star on a comedy-variety series be given a
writing credit, an automatic credit arbitration shall take place for the first
program of the season on which such credit is proposed.

b. Serials: “Written by,” listing the names in the following sequences:

(1) Name(s) of head writer(s);

(2) Name(s) of writer(s) of breakdown(s) (if different from the

head writer); and

(3) Name(s) of associate writer(s).

c. Quiz and audience participation programs: “Writers” or “Writers of

Scripted Material;” and when appropriate, “Questions Written by” or
“Writers of Questions.”

d. All other television programs covered by Appendix A (other than

news, documentary and public affairs):

(1) “Teleplay by;”

(2) “Story by;”

(3) “Written by;”

(4) “Writers.”

3. Television Schedule A applies.

4. The limitation as to the number of writers receiving credit provided for in

Paragraph 3 of Television Schedule A shall apply to all teleplays except
multiple-story teleplays, revues, comedy-variety and quiz and audience
participation shows, and serials broadcast in other than prime time.

5. Television Schedule A applies.

6. Television Schedule A applies.

7. Only the second paragraph of Paragraph 7.c. of Television Schedule A

applies.

8, 9 and 10. Television Schedule A applies.

11 and 12. Television Schedule A applies only to programs produced for

broadcast once a week or less.

As to programs produced for broadcast more than once a week, the

Company, upon the written request either of the Guild or a writer who
has performed writing services on a program, shall, within
seventy-two (72) hours after receipt of such request, furnish to the
Guild and the writer(s) involved a list of proposed writing credits on
such program. If the Guild desires to protest such credits, it shall,

- 474 -
 within seventy-two (72) hours after receipt of such list, deliver to the
Company and to all the participants concerned a formal written
protest. The Company, within seventy-two (72) hours of receipt of
such protest, will deliver three (3) copies of the final script and of all
material written by the participants and of all source material, if any,
to the Guild office in New York or Los Angeles for arbitration of
writing credits. The Guild shall, within one (1) week after receipt of
the material from the Company, advise the Company of the arbitration
committee’s decision.

13, 14, 15, 16 and 17. Television Schedule A applies, except as follows:

a. Regardless of the applicable notice period(s), if the Company receives

notification of a decision more than twenty-four (24) hours prior to
broadcast of the program in question, it shall change the credits on
such program accordingly. If such notification is received less than
twenty-four (24) hours but more than one (1) hour prior to broadcast
of such program, audio correction shall be made on such broadcast.
In all other cases, the decision of the Guild arbitration committee shall
be made effective as to all subsequent broadcasts of such program.

b. If the Guild or a writer who has performed writing services on a

program questions the credits given on a program which has already
been broadcast, the Guild shall notify the Company and the
individuals concerned in writing. Upon receipt of such notice, the
Company will deliver three (3) copies of the final script and of all
material written by the participants and of all source material, if any,
to the Guild offices in New York or Los Angeles for arbitration of the
writing credits.

c. The Company itself may initiate credit arbitration by delivering to the

Guild office in New York or Los Angeles a list of proposed writing
credits on a program, as provided in Paragraph 11 of Television
Schedule A, together with three (3) copies of the final script and of all
material written by the participants and of all source material, if any.
Simultaneously therewith, the Company shall deliver the list of
proposed writing credits on the program to the writer(s) involved.

18. Television Schedule A applies.

19. The first paragraph of Television Schedule A is applicable except that

exceptions a., b. and c. listed as 13.-17. above are incorporated. The second
paragraph of Television Schedule A is not applicable.

20. Television Schedule A applies.

21, 22, 23 and 24. Television Schedule A is not applicable.

25 and 26. Television Schedule A applies.

27 and 28. Television Schedule A is not applicable.

29. Television Schedule A applies.

- 475 -
30. Television Schedule A is not applicable.

31. Television Schedule A applies.

32. Nothing in this Schedule C shall be deemed to give the Guild arbitration
committee power to rule upon credit for the author of an underlying property
used in any manner in connection with a program except that no credit shall
be given to an author of an underlying property which is the same as any of
the credits set forth in Paragraph 2 hereof.

33. No decision of the Guild arbitration committee with respect to the

determination of credits shall be deemed to enlarge or diminish the rights of
any person with respect to any matter other than writing credits.

34. If the Company exploits material for publication or production in another

medium, it will give the writer credit for his/her material appropriate to that
customarily given to writers in such medium. If the Company sells, licenses
or authorizes others to exploit material for publication or production in
another medium, it shall include as part of its agreement with the party
obtaining such rights a provision requiring that the writer be given credit for
his/her material appropriate to that customarily given to writers in such
medium.

- 476 -
 TELEVISION SCHEDULE D

APPENDIX A – DOCUMENTARY, NEWS AND

PUBLIC AFFAIRS PROGRAM CREDITS

For purposes of this TELEVISION SCHEDULE D, the word “program(s)” means

only those documentary, news and public affairs program(s) covered by Appendix
A.

This Schedule D shall amend and modify Television Schedule A of the Basic
Agreement. As to material not covered by a correspondingly numbered paragraph
of this Schedule D, Television Schedule A of the Basic Agreement shall govern.
As to material marked “Television Schedule A is not applicable,” or material in
Schedule A inconsistent with this Schedule D, Schedule A shall not apply. The
substance of material marked “Television Schedule A is not applicable” may be
covered in other paragraphs of this Schedule D or may be omitted entirely. The
word “teleplay” in Schedule A shall be deemed “telescript” for purposes of this
Schedule D.

1. Type of Credit:

a. Credit shall be given on the screen for the authorship of stories and
telescripts and shall be worded:

(1) “Writer - ,” or “Written by,” or “Documentary Script by;” or

(2) in the case of interview or discussion programs only,

“Continuity by,” or “Special Material by,” or “Interview
Material Written by;” or

(3) when the primary writing contribution of a writer to a program

is in the form of questions written for delivery on the air,
“Interview Material by,” or “Interview Material Prepared by;”
or

(4) in the case of news programs only, “News Staff” or

“Newswriter(s);” or

(5) when the special characteristics of the material furnished make

it appropriate, “Special Script Material by” or “Special
Material Written by.” “Story by” or “Telescript by” may be
given under the circumstances hereinafter set forth.

b. When the major writing contribution to a telefilm is in the form of

narration, credit for such narration shall be given and worded in the
following form:

“Narration Written by.” When a narration credit is given in lieu

of a story and telescript or telescript credit on any telefilm, then
such narration credit shall be subject to all of the rights and
limitations as are provided in this Schedule D with respect to
story and telescript or telescript credit, respectively.

- 477 -
c. When narration is written in part by the person who delivers it on the
air (a narrator) and in part by a writer covered by this Agreement and
the narrator is not a writer covered by this Agreement, the narrator
may be given joint credit with the writer in the following form:
“Narration Written by;” provided that not later than the time when the
list of screen credits is sent to the laboratory for incorporation in the
film, or the applicable time specified in Paragraph 11 of this Schedule
D, whichever is sooner, Company shall send to Guild, and to the
narrator and the writer who participated in the writing of such
narration, a tentative notice of credit setting forth:

(1) the name of the narrator,

(2) the name of the writer, and

(3) a statement that joint credit in such form is being given to the
persons named in such notice.

However, the giving of such joint credit shall be subject to an

automatic credit arbitration pursuant to the provisions of this Schedule
D. At the same time the notice of such joint credit is sent, Company
shall concurrently send to the Guild all relevant material as required
by this Schedule D.

If the narrator is not a writer covered by this Agreement, and if his/her

participation in the writing of the narration is limited to minor or
incidental contributions or revisions, he/she may not share such joint
credit with a writer and the writer shall have sole writing credit.

In no event shall such joint credit be given to any person who, in

addition to writing narration, also writes questions delivered on the air
by anyone other than himself/herself and/or performs other writing
services for which story credit, or story and telescript credit, or
telescript credit, is required to be given under this Schedule D.

The fact that credits are shared by a writer with a person whose
writing services are excluded from the coverage of this Agreement
shall not operate to diminish any rights which the writer would
otherwise have under this Agreement.

d. A person who writes only routine material (openings, closings,

lead-ins, lead-outs, promotional material, courtesy announcements or
similar continuity of a routine nature) need not be given screen credit
so long as such writer does not also perform other services which are
covered by this Agreement. In any case to which this subparagraph d.
applies, if Company does not intend to give screen credit to any such
writer, he/she shall send to Guild and to the writer, not later than the
applicable time specified in Paragraph 11 of this Schedule D, a
tentative notice of credit setting forth:

(1) the name of the writer of such routine material (if the writer is a
correspondent whose material is excluded from coverage by
reason of the provision of Article 1.A.5.d. of Appendix A to

- 478 -
 this Agreement, the notice shall include the name of the
correspondent), and

(2) a statement that no screen credit for authorship is being given to

such writer.

2. Television Schedule A applies except that subparagraphs c., d. and e. shall

read:

c. When the telescript is based upon both story and source material and
the story is substantially new or different from the source material,
credit for story authorship shall be worded “Television Story by,”
which credit shall be subject to automatic credit arbitration as
provided in subparagraph 17.b. of this Schedule D. The Company
shall not thereby be prevented from giving credit to the author of
source material provided such credit shall indicate the form in which it
is acquired, such as, for example, “Based on” or “Based upon” or
“From:” “a Factual Story by;” “the Book” or “a Book by;” (with or
without title) (may be used only with respect to a nonfiction book) “a
Series of Articles by;” “an Article by;” “The Memoirs of;” or “John
Gunther’s ‘Inside Europe;’” or other appropriate wording. Source
material credit may not be given as “Written by.”

d. When a story credit is given as above, the writer of the telescript shall
be given credit as follows: “Telescript by.”

e. When a writer who is also the producer or executive producer of a

film writes material in a form other than the writing of routine
material as specified in subparagraph 1.d. hereof, and no other writer
writes literary material for such film, such writer may be given credit
in the following form: “Produced and Written by,” or “Written and
Produced by,” or “Executive Producer and Writer,” or “Writer and
Executive Producer,” or “Written by Executive Producer.”

3, 4, 5 and 6. Television Schedule A applies.

7. Credit Size and Placement:

Writing credit, as finally determined hereunder, shall appear on a separate

card or cards on the television screen subject to the following conditions:

a. Telescript or story (other than source material but including television

story) and telescript credit may appear on the same card on which
appears the title of the particular telefilm but in no event in size of
type less than thirty percent (30%) of the size of the title. Source
material credit, if given, may appear on the same card with the title of
the particular telefilm but only if telescript or story and telescript
credit is not given on such card; or

b. Telescript or television story and telescript credit on the one hand and
source material credit on the other, if the latter be given, or story and
telescript credit may appear on a separate card or cards immediately
following the title card of the particular telefilm; or

- 479 -
 c. Telescript or television story and telescript credit on the one hand and
source material credit on the other, if the latter be given, or story and
telescript credit may appear immediately prior to or following
immediately after the director’s credit. Writing credits placed
pursuant to this subparagraph c. shall not be more than the second
personal credit prior to the beginning or subsequent to the ending of
the telescript, as the case may be. For this purpose, however, if source
material credit appears on a separate card from the telescript or
television story and telescript credit, these two separate cards
immediately succeeding each other shall count as one credit.
Commercials or a credit to the production company shall not be
deemed to be a “personal credit” for the purpose of this provision.

d. If roller-type credit cards are used, the Company, in lieu of the use of
a separate card, shall set the writing credits in such fashion that, when
they are centered on the screen, no other credit shall be visible.

e. Source material credit may be given on the same card on which the
telescript or television story and telescript credit appear, provided that
the telescript or television story and telescript credit shall be the first
credit appearing on such card and, provided further, that the source
material credit shall not occupy more than forty percent (40%) of the
space on such card and is not displayed more prominently than the
telescript or television story and telescript credit appearing thereon.
In no event, however, shall source material credit be included on the
card on which telescript credit may appear with the title of the
particular telefilm.

f. As between telescript and story air credit, the telescript credit shall
precede the story credit.

8, 9 and 10. Television Schedule A applies.

11. Company’s Notice of Tentative Credits:

Television Schedule A applies, with the following addition:

a. The time by which the Company shall send the tentative notice of
credit referred to in subparagraphs 1.c. and 1.d. of this Schedule D
shall not be later than seventy-two (72) hours prior to the initial
scheduled broadcast of the program. If, by the seventy-two (72) hour
deadline specified above, no notice of screen credits has been sent to
the Guild, the Company shall at that time give to the Guild notice of
the names of the persons whom the Company expects will be given
such credit, based on the information then available, together with
material then available showing the contribution of such persons to
the film.

b. If changes or corrections in the writer credits intended to be given by

Company should occur after the seventy-two (72) hour deadline
specified above, Company shall give notice to the Guild of any such
changes or corrections as soon as possible, but in any event prior to
the broadcast.

- 480 -
12. Television Schedule A applies.

13. Tentative Credits Become Final:

The Company will keep the final determination of screen credits open until a
time specified in the notice by the Company, but such time will not be
earlier than 6:00 p.m. of the next business day following the next day after
the dispatch of the notice above specified. If within the time specified, a
written protest of the tentative credits has not been delivered to the Company
from any participant or from the Guild, the tentative credits shall become
final.

14. Protest of Tentative Credits:

a. Every protest, including that of the Guild, shall state the grounds or
basis therefor in the notice thereof. The Guild agrees not to use its
right of protest indiscriminately. If a written protest of the tentative
credits is received by the Company from a participant or the Guild
within said period, the Company will withhold final determination of
credits until a time to be specified by the Company, which time will
not be earlier than ninety-six (96) hours after the Company delivers to
the Guild all of the scripts involved.

b. In any case in which the Guild is required to read more than four (4)
scripts pursuant to the protest hereunder, the Company shall be
required to add to the ninety-six (96) hours above-provided a period
of twenty-four (24) hours for each additional script or fraction thereof.

c. If the material is voluminous or complex, or if other circumstances

beyond the control of the Guild necessitate a longer period in order to
render a fair decision, and the Guild requests an extension of time for
arbitration, the Company agrees to cooperate as fully as possible.

d. In the event the development of tape or other process for the

recordation of visual images causes the time limits set forth in this
Paragraph 14 to become a burden on the Company, the Guild agrees
that in this Paragraph 14, when twenty-four (24) hours is mentioned, it
shall become twelve (12) hours; when ninety-six (96) hours is
mentioned, it shall become forty-eight (48) hours; and when five (5)
business days is mentioned, it shall become ninety-six (96) hours or
any intermediate number of hours the parties may agree upon.

15. Delivery of Material:

Upon receipt of a protest, the Company will deliver three (3) copies of the
final script and three (3) copies of all other material written by the
participants and three (3) copies of all available source material to the Guild
offices in Los Angeles or New York, depending on the place of production.
The Company shall notify the participants and the Guild by facsimile of the
name of the protesting party and the new time set for final determination,
provided that if three (3) copies of all the material cannot be provided, the
arbitration period is to be extended from ninety-six (96) hours to five (5)
business days.

- 481 -
16. Television Schedule A applies.

17. Writer’s Right to Arbitrate Credit:

Television Schedule A applies except as follows:

a. Paragraph references are to Schedule D.

b. The last paragraph, extending time for a Policy Review Board

decision, is not applicable.

18, 19 and 20. Television Schedule A applies.

21. Credit in Advertising:

With reference to credits in advertising which is contracted for by the

Company and which is more than eight (8) column inches in size, if the
names of the individual producer or director shall be included, the name of
the writer shall be included. In all such instances, the writer shall receive
parity as to size of type with the director and producer except when the
Company shall have determined in good faith that the individual director’s
or producer’s name has box office value. In connection with a series, if
advertising credit is given to a producer or a director only in connection with
advertising the entire series, the writer shall be given credit in such
advertising when the number of scripts contributed by such writer shall
equal the number of programs produced or directed by the producer or
director receiving such advertising credit. If spoken credits are accorded to
the producer or director, they shall also be accorded to the writer. Oral self-
identification by a producer or director shall not be deemed to be a spoken
credit for the purpose hereof.

22. Television Schedule A applies.

23 and 24. Television Schedule A is not applicable.

25. Television Schedule A applies.

26, 27 and 28. Television Schedule A is not applicable.

29. Television Schedule A applies.

30. Television Schedule A is not applicable.

31. Television Schedule A applies.

32. Articles 10 and 11, Arbitration:

In the event of an arbitration under Articles 10 and 11 of this Agreement, no

determination of credit made under this Schedule D may be entered in
evidence or as background material at such arbitration.

- 482 -
33. Publicity Releases:

If Company produces a television motion picture initially broadcast over

such Company’s own transcontinental network and if the Company includes
in its publicity releases respecting such broadcast credit to the producer,
director and either the star or lead performers of such motion picture, it is
agreed that the Company shall also accord credit in such publicity releases to
any writer or writers entitled to story or story and telescript screen credit
hereunder for such television motion picture.

34. Book or Publication Credit:

If the Company authorizes a book or other written publication to be based

upon the story and/or telescript for which a writer of Company was entitled
to receive screen credit hereunder, the Company, in the agreement in which
such authorization is granted, shall obligate the publisher to include in such
book or publication credit to such writer for such writing.

- 483 -
 SCHEDULE D-1

DOCUMENTARY WRITING CREDITS ADDENDUM

In the event that the Company intends to give a “writing credit” on a documentary
program to an individual who has written material which is excluded from
coverage solely by virtue of the provisions of Article 1.A.5.d. of Appendix A, the
Company shall give notice of such intended writing credit to the Guild. In the
event that a claim is made either to the Guild by an individual claiming that he/she
has written covered material for such program and has not received appropriate
credit therefor, or by the Guild in good faith, based upon information it has
received that an individual has written such covered material and has not received
appropriate credit therefor, the Guild shall have the sole right to have the intended
credit reviewed by a Guild credit arbitration committee. Such committee shall
apply the same standards as would be appropriate to covered material.

If the Guild credit arbitration committee determines that material has been written
for such program for which no appropriate credit, or inappropriate credit, has been
given, the Company shall correct the credit to conform to the Guild credit
arbitration committee’s determination, unless within ten (10) days of receiving
notification of the committee’s decision, it refers the matter to arbitration by a
neutral party pursuant to Articles 10 and 11 hereof. In such case, the arbitrator
shall determine whether the Guild credit arbitration committee acted fairly and
without discrimination in reaching its decision and, if he/she decides that it did not,
the Company may continue to utilize the credit or credits originally determined by
it.

The term “writing credit” shall include any credit applicable to a documentary
program set forth in Paragraph 1 of Schedule D.

No Guild credit arbitration committee shall have the power to pass upon the credits
given in any documentary of the type referred to above until such time as scripts
and other pertinent material are made available by the Company to such
committee. When the Company, for reasons of its news and public affairs policies,
delays the disclosure in advance of the detailed contents of a program to reviewers,
critics, affiliates, and the like, it shall not be obligated to make available to the
Guild credit arbitration committee scripts and other pertinent material until such
disclosure takes place.

Nothing herein shall be construed to require or imply that any individual who
receives writing credit by virtue of this clause shall thereby be covered by any
provisions of this Agreement or required to become a member of the Guild.

- 484 -
 SIDELETTER TO APPENDIX A RE
EXCLUSIONS FROM DEFINITION OF “LITERARY MATERIAL”

WRITERS GUILD OF AMERICA, WEST, INC.

8955 Beverly Boulevard
Los Angeles, California 90048

As of March 2, 1981

Re: Appendix A -- Writers Guild of America 1981 Theatrical and Television Basic
Agreement

Ladies and Gentlemen:

This letter relates to the following exclusions from the definition of “literary material” contained
in the 1968 Live MBA, referred to in the signed Memorandum of Agreement between the
Writers Guild of America and the Network Companies dated as of July 3, 1973, and contained in
Article 1.A.5. of the 1977 draft Agreement between the parties:

(b) commercial copy;

(c) advertising, promotion and publicity material;
(d) political speeches, public addresses, or commemorative speeches, unless
incorporated in a dramatic script;
(e) religious services and sermons, except sermons incorporated in a dramatic script
or written by a writer who performs services otherwise covered by this
Agreement in connection with the program;
(i) talks, forums, lectures;
(k) choreography or stage or technical directions.

This will confirm that despite the elimination of such exclusions from Appendix A to the 1981
WGA Theatrical and Television Minimum Basic Agreement, neither such Agreement nor any of
its predecessors has ever covered or was ever intended to cover such material, and that such
types of material are accordingly excluded.

In view of the foregoing, specific exclusion of the above types of material is unnecessary.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By /s/ Leonard Chassman

- 485 -
 SIDELETTER TO APPENDIX A, ARTICLE 13.B.2.b.(3)

As of November 1, 2004

Mr. John McLean

Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Re: Anniversary and Special Episodes of Weekly Series Programs

Dear John:

Reference is made to the provisions of Appendix A, Article 13.B.2.b.(3) of the 2004 WGA
MBA. During the 2004 negotiations, the parties confirmed that anniversary and special episodes
of programs produced as part of a weekly series for which all weekly episodes are produced on a
strip basis (e.g., “Tonight” and “Conan O’Brien,” etc.) shall be compensated as part of the
Minimum Variety Show Commitment applicable to such weekly series. This sideletter will
serve to memorialize that confirmation.

Sincerely,

J. Nicholas Counter III

JNC:jrs

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean, Executive Director

- 486 -
 SIDELETTER TO APPENDIX A, ARTICLE 13.B.5.

As of August 8, 1988

Mr. Brian Walton

Executive Director
Writers Guild of America, west, Inc.
8955 Beverly Boulevard
West Hollywood, CA 90048

Re: Appendix A, Article 13.B.5. (Daily Writing Credit)

Dear Brian:

During the 1988 negotiations, the parties agreed to amend the provisions of Appendix A, Article
13.B.5. (“Serials - Other than Prime Time”) to add “Other Non-Prime Time Dramatic Strip
Programs.” Extending the rates and structure of serials to these “other” programs reflected a
previously-granted waiver from the WGA which had committed the Company to give writing
credit on such programs on a daily basis. With that in mind, the Companies agreed to continue
to give daily writing credit on such “Other Non-Prime Time Dramatic Strip Programs.”

Very truly yours,

/s/J. Nicholas Counter III

J. Nicholas Counter III, President
Alliance of Motion Picture & Television Producers,
Inc.

/s/Robert Key
American Broadcasting Companies, Inc., a wholly-
owned subsidiary of Capital Cities/ABC, Inc.

/s/John McLean
CBS Inc.

/s/Bernard Gehan
National Broadcasting Company, Inc.

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/Brian Walton

Brian Walton, Executive Director

- 487 -
 APPENDIX B

PRODUCTION FOR THE PAY TELEVISION AND THE

VIDEODISC/VIDEOCASSETTE MARKETS

A. Introduction and Scope

This Appendix B is applicable to the employment of writers and the

acquisition of literary material for all programs, except as otherwise
provided below, produced principally for the pay television and/or
videodisc/videocassette markets. (The terms “writer” and “literary material”
are as defined in Article 1.A. and 1.C. of the MBA or, when applicable,
Appendix A.) The provisions of Appendix A which modify the Basic
Agreement shall, as to material for programs covered by Appendix A, be
deemed part of the Basic Agreement for purposes of this Appendix B. The
following types of programs are excluded from the coverage of Appendix B:
sporting events, cartoons, industrial and religious programs, other
informational programs not covered by the Basic Agreement, commercials,
advertising shorts, trailers and travelogues. Educational and instructional
programs are excluded except when produced for the home
videodisc/videocassette market and, in any event, such programs are
excluded when written and performed by the same person. Programs to
which this Appendix B are applicable are hereinafter referred to as “covered
programs.”

B. Definitions

1. The term “videodisc/videocassette,” as used in this Appendix B, shall

mean disc, cassette, cartridge and/or other device serving a similar
function which is sold or rented for play on a home-type television
screen in the home.

2. The term “pay television,” as used in this Appendix B, shall mean

exhibition on a home-type television screen by means of telecast,
cable, closed circuit, satellite to home or CATV when substantially all
licensed systems meet the following tests:

a. A separate channel is provided for which the subscriber pays a

separate fee (which fee is a substantial charge relative to other
charges made to the subscriber) for that channel

and/or

b. The subscriber pays for the program or programs selected

(except that a program or programs selected for which only a
token charge is made shall not be considered pay television)

and/or

c. The subscriber pays a fee for an encoded telecast, which fee is a

substantial charge relative to other fees paid for encoded
telecasts.

- 488 -
 The foregoing tests cover those systems which exist in the industry
today and are commonly understood in the industry today to be pay
television systems.

3. If a different definition of pay television is negotiated by the

Companies with SAG or DGA during the term of this Agreement,
Companies will promptly notify the Guild of such definition and the
Guild may, upon thirty (30) days written notice, substitute in its
entirety such new definition for the pay television definition set forth
in Section B.2. of this Appendix B.

4. The terms “film” and “tape” shall be understood as they are

commonly understood in the industry today. Should a different
method of recordation develop which, in the judgment of either party
to this Agreement, differs from both film and tape, such party may
notify the other that it wishes to bargain concerning the Recoupable
Amount, herein “break amount,” for such method of recordation. The
parties agree to commence such negotiations within thirty (30) days of
receipt of such notice. If no agreement is reached within sixty (60)
days after bargaining has commenced, the Guild may, upon written
notice to the Company, instruct its members to refuse to render
services with respect to programs using such method of recordation.

C. Compensation for Covered Programs (other than Dramatic Programs

of a Type Generally Produced for Prime Time Network Television
Which are Produced Principally for Pay Television)

1. Initial Compensation

The minimum initial compensation for a writer employed for a

covered program shall be the same as the applicable minimum initial
compensation set forth in Article 13.B. or Article 14 or Appendix A
for the program category involved. Covered programs, for purposes
of this Section C.1., do not include:

a. educational or instructional programs; and

b. dramatic programs of a type generally produced for prime time

network television which are produced principally for pay
television (see Section D.1. below).

Notwithstanding the foregoing provisions of this subparagraph 1., the

second paragraph of Article 13.B.7.r. shall not apply to covered
programs.

2. What Initial Compensation Covers

The minimum initial compensation set forth in subparagraph 1. above

for a covered program described in that subparagraph, or the initial
agreed compensation in the case of a covered educational or
instructional program produced principally for the videodisc/
videocassette market, shall constitute payment in full for any use in
pay television and/or on videodiscs/videocassettes until the

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Company’s Receipts, as defined in Section C.3. below, exceed the
following break amounts.

a. Base Break Amount – 11/1/04 through 10/31/07

Program Length Film Tape

15 minutes or less $ 296,425 $ 237,140
30 minutes or less (more than 15) 592,851 474,281
45 minutes or less (more than 30) 889,276 711,421
60 minutes or less (more than 45) 1,185,702 948,562
90 minutes or less (more than 60) 1,778,553 1,422,842
120 minutes or less (more than 90) 2,371,404 1,897,123
Each additional 30 minutes or portion thereof 592,851 474,281

b. For programs other than those covered by Section D. below:

When the applicable minimum initial compensation for a
program differs from the applicable minimum initial
compensation for a program of comparable length covered by
Section D. below, the break amount during the term of this
Basic Agreement for that program shall bear the same
relationship to the base break amount above as the applicable
minimum for story and teleplay (or the equivalent) for such
program bears to the applicable minimum for story and teleplay
for a prime time network program of comparable length. The
break amounts for each type of program referred to in this
subparagraph b. are computed in accordance with the following
formula:

Applicable minimum initial compensation Break amount for

for story and teleplay (or the equivalent) program covered by
for program covered by subparagraph b. = subparagraph b.
Applicable minimum initial compensation Break amount for
for story and teleplay for program covered program covered by
by subparagraph a. subparagraph a.

Notwithstanding the foregoing, in no event shall the break

amount for a program covered under this subparagraph b.
exceed the break amount applicable to such program which was
in effect during the last period of the 1981 Basic Agreement.

c. Break amounts for material to which Appendix A applies shall

be computed in accordance with the foregoing formula, using
one or more of the following rules when applicable:

(1) Aggregate Minimums

(a) When an aggregate minimum initial compensation

applies (e.g., to comedy-variety programs
produced pursuant to a minimum variety show
commitment, or to serials for other than prime time

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 broadcast five (5) times per week), the aggregate
applicable minimum initial compensation for such
programs (prorated when the aggregate applies to
more than one program) shall be used to compute
the applicable break amount for such program.
Said aggregate applicable minimum shall include
any additional minimum initial compensation
applicable to writing services on such program,
viz., for sketches and lyrics.

(b) If more than one writer is employed on a comedy-

variety program broadcast once per week or less
which is not subject to a minimum variety show
commitment, the break amount shall be computed
in the aggregate pursuant to subparagraph (a)
above as though such commitment applied, i.e.,
shall be increased by fifty percent (50%) for the
first additional writer and an additional twenty-five
percent (25%) for each writer thereafter.

(2) Discounts. If one or more discounts apply pursuant to

any of the provisions of Appendix A to reduce the
applicable minimum initial compensation, the applicable
break amount shall be reduced by the same percentage(s)
as the percentage discount(s) permitted under Appendix
A.

(3) Applicable Time Period. When the Company has used

the “applicable time period” concept pursuant to Article
13 of Appendix A in determining the writer’s
compensation, the applicable break amount is that which
applies to a program length equal to that of the applicable
time period.

d. [Deleted.]

e. [Deleted.]

f. In applying the formula in subparagraph b. above to covered

educational and instructional programs produced principally for
the videodisc/videocassette market, the initial agreed
compensation paid shall be utilized.

3. Additional Compensation (Residuals)

a. In addition to initial compensation, for use in the pay television

and/or videodisc/videocassette markets of a covered program,
other than a dramatic program of a type generally produced for
prime time network television which is produced principally for
pay television, the Company shall pay as additional
compensation (hereafter “residuals”) to the credited writer(s) an
aggregate total of two percent (2%) of the “Company’s
Receipts” which exceed the applicable break amount. In no

- 491 -
event shall the Company be required under the provisions of
this Section C.3. to pay more than a total of two percent (2%) of
the “Company’s Receipts” to the writers. Such residuals shall
be subject to Pension Plan and Health Fund contributions
pursuant to Article 17. Company’s Receipts consist of:

(1) For release to pay television, the Company’s accountable

receipts from the distribution of the program for
exhibition according to Article 51.C. (Pay television
networks such as HBO and Showtime are not deemed to
be distributors for this purpose. However, license or
other fees paid to the Company for the right to exhibit the
program by such pay television networks shall be
included in Company’s accountable receipts.)

(2) For release to the videodisc/videocassette market, the fee

or other payment actually received by the Company as
producer from “net unit sales” as defined below and from
the licensing of covered programs for rental.

(a) The term “disc,” as used in this Section, shall refer

to both videodiscs and videocassettes. The term
“unit” shall refer to the disc or aggregate discs in
each package released by the Company for sale or
rental. “Net unit sales” shall mean sales of units
which are released by the Company or its
distributor for sale and are not returned.

(b) It is recognized that some Companies hereunder

may act both as producers and as distributors of
disc units in covered sales and/or rentals. In such a
case, the payment set forth above shall be based on
either (i) the fee or other payment received by the
subsidiary, division or other department of the
Company which serves as the production branch,
as distinguished from the subsidiary, division or
other department of the Company which serves as
the distribution branch, or (ii) when no separate
subsidiary, division, or other department serves as
the production branch, a reasonable allocation of
the gross receipts of the Company from covered
sales and/or rentals attributable solely to fees or
other payments which would be made to a
production subsidiary, division or other department
of the Company if one existed, or would be made
to an outside producer. The reasonableness of
such allocation in (ii) above, or of the fee or other
payment received by the production subsidiary,
division, or other department in (i) above, shall be
determined by its license fee payments to outside
producers for comparable disc units, or in the
absence of such practice, by generally prevailing
trade practice in the disc industry.

- 492 -
 b. [Deleted.]

c. [Deleted.]

d. [Deleted.]

D. Compensation for Dramatic Programs of a Type Generally Produced

for Prime Time Network Television which are Produced Principally for
Pay Television

1. Initial Compensation

The minimum initial compensation for a writer employed for a

dramatic program of a type generally produced for prime time
network television which is produced principally for pay television
shall be the same as the applicable minimum initial compensation set
forth in Article 13.B. or Article 14.1 Notwithstanding the foregoing
provisions of this subparagraph 1., the second paragraph of Article
13.B.7.r. shall not apply to such programs.

2. What Initial Compensation Covers

For dramatic programs of a type generally produced for prime time

network television which are produced principally for pay television,
the minimum initial compensation set forth in Section D.1. above
shall constitute payment in full for ten (10) exhibition days for a
program (with no limit on the number of broadcasts commenced in
any calendar day) over all services in the United States and Canada to
which the program is licensed in the pay television market within a
period of one (1) year from the initial exhibition on each such service,
but on no more than one (1) United States national pay television
subscription service. For this purpose, commonly-owned pay
television services, such as HBO/Cinemax/Festival and Showtime/
The Movie Channel, shall each be considered a single service.
However, with respect to programs produced primarily for play
specifically relating to the holidays set forth below, the period shall be
ten (10) exhibition days in three (3) consecutive holiday seasons:

New Year’s Day, Valentine’s Day, St. Patrick’s Day, Easter,

Passover, Independence Day (July 4th), Halloween,
Thanksgiving, Chanukah and Christmas.

If a writer is engaged for a holiday program, it shall be so stated in

his/her contract of employment.

An exhibition day shall commence at one second after midnight and

end at midnight, unless any exhibition of a program shall commence

1
The minimum initial compensation will be the Network Prime Time minimum for a
program that is in the nature of a Network Prime Time program (e.g., Sex and The City, Soul
Food, The Sopranos, OZ, Rated X). The Network Prime Time minimums will apply even if the
program is intended for mature audiences.

- 493 -
 prior to midnight and continue past midnight, in which case the
exhibition day shall be deemed to begin when the program
commenced.

The initial compensation shall also include payment for the first one
hundred thousand (100,000) net unit sales, in the aggregate, except
that the 100,000 unit figure shall be reduced to 75,000 units in the
case of one-half hour and one-hour programs, in the videodisc/
videocassette worldwide market.

3. Additional Compensation (Residuals)

In addition to initial compensation, for use in the pay television and/or

videodisc/videocassette markets of a covered dramatic program of a
type generally produced for prime time network television which is
produced principally for pay television, the Company shall pay as
additional compensation (hereafter “residuals”) to the credited
writer(s) the following:

a. Pay Television - For such programs released in the pay

television market:

(1) For exhibition days on any pay television service in the

United States and Canada, either in excess of ten (10) or
subsequent to one (1) year from the date of the initial
exhibition on such service (the “first exhibition year”),
the Company shall pay to the credited writer(s) for each
of the three (3) exhibition years beyond the first
exhibition year, starting with the first exhibition day of
the second or any subsequent exhibition year, an amount
in the aggregate equal to:

$3,000 for one-half hour programs;

$5,000 for one hour programs;
$6,500 for ninety (90) minute programs; and
$8,500 for programs two hours or more in length;

provided that such payment shall be due only if the

covered program is actually exhibited during the
subsequent exhibition year.

For a fifth exhibition year or any subsequent exhibition

year beyond the fifth, the Company shall pay to the
credited writer(s), for each such exhibition year, an
amount in the aggregate equal to:

$ 750 for one-half hour programs;

$1,000 for one hour programs;
$1,125 for ninety (90) minute programs; and
$1,250 for programs two hours or more in length.

Such amount(s) shall be paid not later than one hundred

twenty (120) days after the first exhibition day of the

- 494 -
 second or any subsequent exhibition year. Such residuals
shall be subject to Pension Plan and Health Fund
contributions pursuant to Article 17.

(2) For exhibitions on foreign (i.e., other than the United

States and Canada) pay television, or for exhibitions on a
second or subsequent United States national pay
television subscription service, Company shall pay two
percent (2%) of the “Producer’s gross,” as defined in
Article 51.C.1.a. of this Agreement, from such other
exhibitions. Such residuals shall be subject to Pension
Plan and Health Fund contributions pursuant to Article
17.

(3) [Deleted.]

(4) [Deleted.]

b. Videodisc/Videocassette Market

(1) For sales of such a program in the videodisc/

videocassette market, the Company shall pay two percent
(2%) of the fee or other payment actually received by the
Company from net unit sales in excess of one hundred
thousand (100,000) units in the aggregate, except that the
100,000 unit figure shall be reduced to 75,000 units in
the case of one-half hour and one-hour programs. Such
residuals shall be subject to Pension Plan and Health
Fund contributions pursuant to Article 17.

(2) The term “disc,” as used in this Section D.3.b., shall have
the same meaning as in Section C.3.a.(2)(a) above.

(3) The provisions of Section C.3.a.(2)(b) shall also apply to

programs for which residuals are paid pursuant to this
Section D.3.

E. The Company shall have the same rights under this Appendix B as it has in
free television to credit or offset against residuals monies paid or payable for
profit or other participations or as overscale compensation. Any monies
paid to writer in excess of double minimum which are used to credit or offset
against residual monies shall be specifically identified in the writer’s
contract as to amount and as to the specific use (e.g., residuals for pay
television or disc, compensation for free television reruns) for which such
money is allocated.

F. Distribution Formula

The residuals payable under Section D. hereof shall be remitted by the

Company to the Guild on a quarterly basis according to the provisions of
Article 51.C.6. Said monies shall be distributed by the Guild to the writer(s)
entitled to share in such residuals in accordance with the method set forth in

- 495 -
 Article 51.C.5., except that the proportional distribution shall be in the ratio
of two (2) for the teleplay to one (1) for the story.

G. Release in Other Media

1. Free Television - If a covered program is broadcast on free television,

the Company shall pay to the credited writer(s) for the first such
broadcast the applicable second run fee under Article 15.B. (or under
Appendix A, where applicable) for such broadcast, and any
subsequent broadcasts of such program shall be governed by that
rerun formula; provided, that with respect to telecasts outside the
United States and Canada, the foreign telecasting formula in Article
15.B.2. (or in Appendix A, when applicable) shall apply in lieu of the
foregoing.

2. Theatrical Exhibition - If a covered program is released in theatrical

exhibition, the Company shall be obligated to pay to the credited
writer(s) the applicable minimum compensation set forth in Article
13.A.

3. Basic Cable - If a covered program is licensed for exhibition on

domestic basic cable (other than as part of domestic free television
licensing), the Company shall be obligated to pay to the credited
writer(s) two percent (2%) (plus pension and health contributions) of
the Company’s accountable receipts, in accordance with Article
51.C.1.a.

4. Supplemental Markets - If a program produced under these provisions

is licensed for exhibition in other Supplemental Markets (such as
“in-flight”), the Company shall pay the credited writer(s) in
accordance with Article 51.

H. Separation of Rights

The provisions of Article 16.B. and, as to programs covered by Appendix A,

the provisions of Appendix A which modify Article 16.B., shall include the
pay television and/or videodisc/videocassette market and shall apply to
writers employed under this Appendix B, and said Article 16.B. shall be
redrafted accordingly. (E.g., whether a writer is employed for free
television, pay television and/or videodisc/videocassette markets, the
Company’s television rights under Article 16.B.2. shall include both free and
pay television/videodisc/videocassette rights and the writer’s reserved rights
under Article 16.B.3. shall apply to both free and pay television/videodisc/
videocassette materials.)

It is understood that residual sequel payments are not applicable for

exhibitions in the pay television and/or videodisc/videocassette markets.

The “upset price” for covered programs shall be determined in accordance

with the provisions of Article 16.B.5.

- 496 -
I. Other Provisions

1. [Deleted.]

2. In addition to the Articles (as modified) already referred to in this

Appendix B, the other Articles of the Basic Agreement (as modified
by Appendix A, when applicable) insofar as they refer to television
production shall also apply to programs produced under these
provisions, provided that, throughout the Articles, “program” or
“motion picture” shall ordinarily be substituted for “film” and
“exhibition or release” ordinarily substituted for “broadcast.”

J. Use of Excerpts

It is the intent of the parties that excerpts from programs covered by this
Appendix B used on free television, pay television, videodiscs/
videocassettes, basic cable or in a theatrical motion picture shall be paid for
in the same manner and to the same extent as is provided for free television
excerpts under Article 15.B.10. and Article 15.B.13.j. of this Agreement.
However, it is recognized that the concepts of “run,” “rerun” and “foreign
telecast” have no application to the use of excerpts from such programs.
Accordingly, except for the provisions of the first paragraph of Article
15.B.10.ff., the provisions of Article 15.B.10.a. through i. of this Agreement
and the provisions of Article 15.B.13.j. shall be deemed incorporated herein
by reference, making appropriate deletions when the terms “run,” “rerun” or
“foreign telecast” are used.

- 497 -
 APPENDIX C1

PROGRAMS MADE FOR BASIC CABLE TELEVISION

1. The term “basic cable,” as distinguished from pay television or free

television, refers to that type of exhibition which is commonly understood in
the industry today to be basic cable exhibition.

2. The rates and other conditions of employment or for the acquisition of

literary material from a professional writer applicable to programs made for
basic cable shall be as follows:

a. The following shall apply except with respect to high budget dramatic
programs, as defined in subparagraph 2.b. below:

(1) The Company may elect, with respect to all other programs,
including Appendix A programs, to apply the provisions of
subparagraph 2.b. to the employment of a writer. Otherwise,
either the Guild or Company may notify the other that it wishes
to bargain concerning rates and other conditions of employment
to be applicable to the employment of writers or the acquisition
of literary material for programs of the types heretofore
traditionally produced for free television pursuant to any WGA
Basic Agreement, produced primarily for the basic cable
market. The parties agree to commence such negotiations
within thirty (30) days of receipt of such notice. If no
agreement is reached within sixty (60) days after bargaining has
commenced, the Guild may, upon written notice to Company,
instruct its members to refuse to render services with respect to
such programs.

(2) Until such time as the Guild instructs its members to refuse to
render services with respect to such programs produced
pursuant to subparagraph 2.a.(1) above, the employment of a
writer for such an entertainment program (herein “Program”)
produced within the metropolitan areas of Los Angeles or New
York, or of a writer hired within such areas for a Program to be
produced within the United States, shall be subject to: (a) the
Guild Shop provisions of this Agreement; (b) Article 17, the
Pension Plan and Health Fund provisions of this Agreement;
provided that in no event shall the Company be required to
make pension and health contributions in an amount greater
than would be required if the Program were made for free
television; (c) the requirement that the Company tender a
written contract of employment to the writer within ten (10)
days following the commencement of his or her employment
and the requirement that the Company send to the Guild a copy
of any writer’s executed contract for employment on a Program
within one (1) week after receipt by Company of such executed
contract; and (d) the requirement that the Company notify the

1
The provisions governing programs made for basic cable formerly appeared in Article
15.B.16. of the 1981 and 1985 Basic Agreements.

- 498 -
 Guild of its intention to produce such a program at least thirty
(30) days prior to commencement of production; provided,
however, that with respect to material written to be part of such
a Program, this subparagraph 2.a.(2) shall apply to continuity
material only when such material is written to be a part of a
Program originally produced for exhibition on basic cable (as
distinguished from a program originally produced for exhibition
in another medium).

(3) The employment of a writer for a dramatic program one (1)

hour or longer which is to be produced in the United States for
basic cable television under a budget less than (i) $530,000 for
a one (1) hour program; (ii) $850,000 for a ninety (90) minute
program; or (iii) $1,250,000 for a two (2) hour or longer
program (other than one covered by Paragraph 2.a.(2) above)
shall be subject to the requirement that the Company notify the
Guild of its intention to produce the program at least thirty (30)
days prior to commencement of production.

b. With respect to the terms and conditions for the employment of

writers and the acquisition of literary material from professional
writers (as defined in Article 1.C.1.b.) for “high budget” dramatic
programs and other programs to which Company has elected to apply
this subparagraph 2.b., Company shall elect whether the provisions of
subparagraphs (1), (2) or (3) below shall apply. For purposes of this
Appendix C, “high budget” programs shall mean programs the
negative costs of which equal or exceed the following amounts:

15 minute program $ 150,000

30 minute program 285,000
60 minute program 530,000
90 minute program 850,000
120 minute program 1,250,000

(1) Except as otherwise provided herein, all terms and conditions of

the 2004 Writers Guild of America Theatrical and Television
Basic Agreement and all amendments and modifications thereto
that are applicable to a dramatic program produced for first run
syndicated free television and other programs to which
Company has elected to apply this subparagraph 2.b. shall
apply to such employment or acquisition. If the program is
exhibited more than once on the basic cable service for which it
was primarily produced, or on any other basic cable service,
then residuals shall be paid for each run thereafter as follows
(commonly referred to as “the Sanchez formula”):

2nd run 17.0% of applicable minimum

3rd run 12.0% of applicable minimum
4th run 11.0% of applicable minimum
5th run 10.0% of applicable minimum
6th run 6.0% of applicable minimum
7th run 4.0% of applicable minimum
8th run 4.0% of applicable minimum

- 499 -
9th run 3.5% of applicable minimum
10th run 3.5% of applicable minimum
11th run 3.0% of applicable minimum
12th run 2.5% of applicable minimum
Each subsequent run 1.5% of applicable minimum

In such event, Company shall pay residuals for the second

through fifth runs even if the program is not actually exhibited
that many times. The residual payments for the third, fourth
and fifth runs shall be made at the same time the residual
payment is due for the second run. If the program is thereafter
exhibited a third, fourth or fifth time, no additional payment
shall be due for these runs. Such prepayment of residuals for
the third, fourth or fifth run shall not constitute a violation of
Article 15.B.3. of the MBA. Residuals for the sixth run and all
runs thereafter will be triggered if, and only if, the program is
actually run that many times.

Payment of any of the foregoing residuals shall include full

residual payments for the first license agreement in Canada,
whether it be for exhibition on a basic cable, pay television or
free television service (which may not exceed five (5) years,
except that the Guild shall not unreasonably withhold a waiver
of the five (5) year limitation in the event of an outright sale,
rather than a license of the program).

If the program is exhibited on syndicated free television (except

for the first Canadian license, if it is for free television
exhibition), residuals shall be paid for each run thereon as
follows:

1st run 40.0% of applicable minimum

2nd run 30.0% of applicable minimum
3rd run 25.0% of applicable minimum
4th run 25.0% of applicable minimum
5th run 25.0% of applicable minimum
6th run 15.0% of applicable minimum
7th run 15.0% of applicable minimum
8th run 15.0% of applicable minimum
9th run 10.0% of applicable minimum
10th run 9.7% of applicable minimum
11th run 10.0% of applicable minimum
Each subsequent run 5.0% of applicable minimum

If the program is exhibited in prime time on network free

television in the United States, residuals shall be paid in
accordance with the applicable network rerun provisions in
Article 15.B.1.b.(2)(a).

Notwithstanding anything in this Agreement to the contrary, if

the program has been exhibited ten (10) or more times on a
basic cable service or if the program is part of a series that
comprises sixty-six (66) or fewer episodes, and thereafter such

- 500 -
 program is run on free television, the credited writer(s) shall be
paid for such runs pursuant to Article 58, in lieu of any payment
that would otherwise be due.

- OR -

(2) Except as otherwise provided herein, all terms and conditions of

the 2004 Writers Guild of America Theatrical and Television
Basic Agreement and all amendments and modifications thereto
that are applicable to a program produced for first run
syndicated free television shall apply to such employment or
acquisition.

Additional minimum compensation shall be paid to the credited

writer(s) in the form of a reuse fee. For dramatic programs, the
fee (commonly referred to as “the Hitchcock formula”) shall be
equal to one hundred twenty percent (120%) of the difference
between the applicable minimum initial compensation due for
such program had it been produced for network prime time and
the other than network prime time minimum. Twenty-five
percent (25%) of such fee shall be paid to the credited story
writer(s) and seventy-five percent (75%) to the credited teleplay
writer(s). A writer who receives “Written by” credit shall
receive one hundred percent (100%) of such fee. For other
programs, the fee shall be equal to eighty-four percent (84%) of
the applicable minimum for such program. The reuse fee shall
be payable upon initial exhibition of the program on any United
States basic cable service or upon initial exhibition under the
first Canadian license. Such fee shall cover use of the program
for an initial cycle of no more than twelve (12) runs within five
(5) years on such basic cable service and use of such program in
Canada under the terms of the first license agreement, which
may not exceed five (5) years (except that the Guild shall not
unreasonably withhold a waiver of the five (5) year limitation in
the event of an outright sale, rather than a license, of the
program), entered into by the Company with a Canadian
broadcast service (which, in this context, may be any free
television, pay television or basic cable service). Such fee shall
be sent to the Guild’s Residuals Department, by check made
payable to the writer(s). Such payment may not be made prior
to the determination of credit nor later than thirty (30) days
after the initial exhibition.

If a program is reused beyond the initial basic cable cycle

and/or the initial Canadian television cycle, then such additional
reuse shall be treated and paid for in the same manner as reuse
of a program made for free television.

Notwithstanding anything in this Agreement to the contrary, if

the program has been exhibited ten (10) or more times on a
basic cable service or if the program is part of a series that
comprises sixty-six (66) or fewer episodes, and thereafter such
program is run on free television, the credited writer(s) shall be

- 501 -
 paid for such runs pursuant to Article 58, in lieu of any payment
that would otherwise be due.

- OR -

(3) In lieu of subparagraphs b.(1) or (2) above, the Company may,

at its election, notify the Guild that it wishes to bargain in good
faith with respect to an analogous formula to apply to high
budget dramatic programs and other programs covered by
subparagraph 2.b. The parties agree to commence such
negotiations within thirty (30) days of receipt of such notice. If
no agreement is reached within sixty (60) days after such
bargaining has commenced, the Guild may, upon written notice
to the Company, instruct its members to refuse to render
services with respect to such programs.

- 502 -
 APPENDIX D

WRITER-DIRECTOR COLLABORATION – THEATRICAL

The following guidelines with respect to the collaborative relationship between

writers and directors on theatrical motion pictures are offered with the expectation
of enhancing the collaborative process through their implementation. They are
adopted by the Committee on the Professional Status of Writers as an expression of
the Committee’s sense as to appropriate industry practice.

The guidelines have been included as an Appendix to the MBA in order to make
them easily accessible to those who employ writers and to encourage their
examination, review, dissemination and implementation. Notwithstanding their
inclusion in the MBA, the guidelines are voluntary, not contractual, provisions.
They are not subject to the grievance and arbitration provisions, nor are they to be
used in interpreting any other provision of the MBA.

A. Writer-Director Collaboration on Theatrical Motion Pictures

1. General Statement

Although writers and directors have distinct responsibilities, the

creative process is enhanced by a good working relationship between
them which is based upon mutual respect and derived from a common
recognition of the creative contribution and responsibility of each.

The filmmaking process often begins with the writing of the script and
the writers’ work is vital to the success of a production. Among other
things, writers structure the screenplay and write the scenes,
sequences, dialogue and characters. Directors are responsible for
making the best possible film within the production’s budgetary and
other practical constraints, by applying their personal creative vision
to this task within the collaborative process of filmmaking. As part of
the production process, directors have responsibility at a minimum for
preparing a film for production, running the set during production,
communicating notes to cast and crew, presenting the first cut of the
film, and participating in post-production.

2. Writers’ Involvement - Generally

A good working relationship between writers and directors is the

ideal. Each should look upon the other as a natural ally, united in the
joint pursuit of excellence. Writers may have a unique contribution to
make throughout the filmmaking process, but their participation as
part of the production team must not infringe upon the duties of either
the director or the producer, nor interfere with their working
relationships with others on the production.

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 3. Writers’ Involvement - Development and Pre-production and
Production

a. Shortly after a director is assigned to a film based upon an

existing screenplay, the director will meet with the currently-
employed writer (or, if no writer is currently employed, a
previously-employed writer of the director’s choosing). This
meeting will take place prior to a decision to hire a new writer.

b. There is often value in inviting the currently-employed writer to

the first cast reading. A writer’s attendance at the cast reading
may trigger ideas that will improve the script and circumvent
problems that would otherwise emerge during production.
Accordingly, the preferred practice is for the director to invite
the writer to the first cast reading. Because this reading is a
delicate moment for both director and performers, the director
must be able to exercise the discretion to include or exclude the
writer.

When the writer attends the first cast reading, he/she should
share any comments only with the director and this should be
done privately.

c. A writer may wish to visit the set and may desire to bring with
him/her a reasonable number of guests. The preferred practice
is for the Company, in response to a request from the writer, to
arrange for such a visit at an appropriate time. Because of the
nature of the material being shot, confidentiality considerations,
personal dynamics of the cast or other key personnel or for a
variety of other reasons, visits may not be appropriate at all
times on some sets. For that reason, the director must retain the
discretion to approve any such visit.

B. Facilitating the Collaborative Process

1. In order to further the collegial relationship between writers and

directors on theatrical motion pictures, the WGA and DGA agree to
form a Joint Creative Rights Committee – Theatrical comprised of
three (3) representatives from the writer members of the WGA’s
Committee on the Professional Status of Writers – Theatrical and
three (3) director members of the DGA – Employers Creative Rights
Committee. The Joint Committee will meet at least two (2) times per
year to discuss matters of mutual concern in the area of creative rights
and collaboration on theatrical motion pictures. In addition, the Joint
Committee will meet annually with the senior level creative
executives who usually meet as part of the WGA Committee on the
Professional Status of Writers and the DGA Creative Rights Standing
Committee to discuss issues of concern to both Guilds. This meeting
shall count as one of the required meetings of the DGA Creative
Rights Standing Committee and the WGA Committee on the
Professional Status of Writers.

- 504 -
2. Either Guild may place an issue arising under this Appendix on the
agenda of a meeting of the Joint Committee. It is understood that the
specifics of any particular dispute between an individual writer and
director that may arise will not be discussed at Joint Committee
meetings. The Joint Committee may, however, discuss situations in a
generic manner in order to attempt to find solutions that will avoid
like problems in the collaborative process in the future.

3. Either Guild may terminate the provisions of this Section C. upon

sixty (60) days notice to the other.

- 505 -
 APPENDIX E

WRITER-DIRECTOR COLLABORATION – TELEVISION

The following guidelines with respect to the collaborative relationship between

writers and directors in television are offered with the expectation of enhancing the
collaborative process through their implementation. They are adopted by the
Committee on the Professional Status of Writers as an expression of the
Committee’s sense as to appropriate industry practice.

The guidelines are included as an Appendix to the MBA in order to make them
easily accessible to those who employ writers and to encourage their examination,
review, dissemination and implementation. Notwithstanding their inclusion in the
MBA, the guidelines are voluntary, not contractual, provisions. They are not
subject to the grievance and arbitration provisions, nor are they to be used in
interpreting any other provision of the MBA.

A. Writer-Director Collaboration in Long-Form Television

1. General Statement

The history of long-form television has been one of a unique and

productive collaborative effort among producer, writer and director
that has frequently proved successful and rewarding. Although
producers, writers and directors have distinct responsibilities, the
creative process is enhanced by a good working relationship among
these individuals which is based upon mutual respect and derived
from a common recognition of the creative contribution and
responsibility of each.

The filmmaking process often begins with the writing of the script and
the writers’ work is vital to the success of a production. Among other
things, writers structure the screenplay and write the scenes,
sequences, dialogue and characters. Directors are responsible for
making the best possible film within the production’s budgetary and
other practical constraints, by applying their personal creative vision
to this task within the collaborative process of filmmaking. As part of
the production process, directors at a minimum have responsibility for
preparing a program for production, running the set during
production, communicating notes to cast and crew, presenting the first
cut of the film, and participating in post-production.

2. Writers’ Involvement - Generally

A good working relationship between writers and directors is the

ideal. Each should look upon the other as a natural ally, united in the
joint pursuit of excellence. Writers may have a unique contribution to
make throughout the filmmaking process, but their participation as
part of the production team must not infringe upon the duties of either
the director or the producer, nor interfere with their working
relationships with others on the production.

- 506 -
 3. Writers’ Involvement - Development and Pre-production and
Production

a. Shortly after a director is assigned to a film based upon an

existing teleplay, the executive producer and director shall meet
with the currently employed writer (or, if no writer is currently
employed, a previously-employed writer of the Company’s
choosing) and share their understanding of the creative thrust of
the script. The Company will encourage further communication
between the director and the writer.

b. There is often value in inviting the currently-employed writer to

the first cast reading, if there is one. A writer’s attendance at
the cast reading may trigger ideas that will improve the script
and circumvent problems that would otherwise emerge during
production. Accordingly, the preferred practice is for the writer
to be invited to the first cast reading by the executive producer
and director, in consultation with the licensee. Because this
reading is a delicate moment for those involved in the
production, the director, as well as the executive producer, must
be able to exercise the discretion to exclude the writer.

When the writer attends the first cast reading, he/she should
share any comments only with the director, and executive
producer if he or she is present and/or available, and this should
be done privately.

c. A writer may wish to visit the set and may desire to bring with
him/her a reasonable number of guests. The preferred practice
is for the Company, in response to a request from the writer, to
arrange for such a visit at an appropriate time, after consultation
with the director. Because of the nature of the material being
shot, confidentiality considerations, personal dynamics of the
cast or other key personnel, or for a variety of other reasons,
visits may not be appropriate at all times on some sets. For that
reason, the director, in consultation with the executive
producer, must retain the discretion to approve any such visits.

B. Writer-Director Collaboration in Episodic Television

1. General Statement

Episodic television is a medium which requires collaboration among

producers, writers and directors. As with long-form television,
episodic television production is enhanced by a good working
relationship among these individuals which is based upon mutual
respect and derived from a common recognition of the creative
contribution and responsibility of each.

Writers also employed as producers have overall responsibility for

developing and maintaining the consistency of stories and characters
from show to show and season to season. Directors have the
responsibility for directing the component parts of the production.

- 507 -
 For example, only the director calls “action” and “cut,” and the
director is responsible for deciding which takes to print.

All too often, writer-producers, in pursuit of their responsibilities, take

inadvertent discourteous actions which impinge upon the authority
necessary for directors to fulfill their artistic responsibilities, which in
turn threatens the overall excellence to which all the collaborators
aspire. Adherence to the following guidelines is intended to allow
both the writer-producer and the director to enjoy a more productive
collaboration.

2. General Guidelines

a. A successful collaboration among producer, director and writer

is more likely to result if the completed shooting script is ready
before the director begins his/her preparation period.
Accordingly, preparation of the script must be a first priority for
writer-producers. This will also enable the Companies to
comply with their contractual obligation to furnish the director
with a completed shooting script the day before the director
starts preparation.

b. Writers should be aware that directors should be consulted

about all substantive script changes, if at all possible. Besides
the value of the director’s creative input, script changes may
have production consequences unforeseen by the writers.

c. Any changes and suggestions made by the producer(s) or

executive producer(s) with respect to the manner in which the
director will direct the production should be made to the
director. In the situation comedy genre, following the table
read and run-through, when notes are given collectively, the
director should be a participant in all note sessions.

d. The DGA Basic Agreement gives the director the right to

participate, subject to his/her availability, in all creative
decisions, including casting, and in all post-production
operations. The Company should make writer-producers aware
of its obligation under that Agreement to notify the director of
the scheduling of each post-production operation.

C. Facilitating the Collaborative Process

1. In order to further the collegial relationship between writers and

directors in long-form television, the WGA and DGA agree to form a
Joint Creative Rights Committee - Long-Form Television comprised
of three (3) representatives from the writer members of the WGA’s
Committee on the Professional Status of Writers - Television and
three (3) director members of the DGA - Employers Creative Rights
Committee. The Joint Committee will meet at least two (2) times per
year to discuss matters of mutual concern in the area of creative rights
and collaboration in long-form television. In addition, the Joint
Committee will meet annually with the senior level creative

- 508 -
 executives who usually meet as part of the WGA Committee on the
Professional Status of Writers and the DGA Creative Rights Standing
Committee to discuss issues of concern to both Guilds. This meeting
shall count as one of the required meetings of the DGA Creative
Rights Standing Committee and the WGA Committee on the
Professional Status of Writers.

2. In order to further the collegial relationship between writers and

directors in episodic television, the WGA and DGA agree to form a
Joint Creative Rights Committee - Episodic Television comprised of
three (3) representatives of WGAw Television Council and three (3)
director members of the DGA - Employers Creative Rights
Committee. The Joint Committee will meet at least two (2) times per
year to discuss matters of mutual concern in the area of creative rights
and collaboration in episodic television. In addition, the Joint
Committee will meet annually with senior level creative executives
from the Companies to discuss issues of concern to both Guilds.

3. Either Guild may place an issue arising under this Appendix on the
agenda of a meeting of the appropriate Joint Committee. It is
understood that the specifics of any particular dispute between an
individual writer and director that may arise will not be discussed at
Joint Committee meetings. The Joint Committee may, however,
discuss situations in a generic manner in order to attempt to find
solutions that will avoid like problems in the collaborative process in
the future.

4. Either Guild may terminate the provisions of this Section C. upon

sixty (60) days notice to the other.

- 509 -
 SIDELETTER TO ARTICLE 3

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Quarterly Earnings Reports and Employment Notices

Dear Nick:

The WGA and the Companies agree that, upon ratification of this 2004 MBA, the Pension Plan
shall furnish to the Guild, on a calendar quarterly basis, a document showing the earnings
reported for each writer during the preceding calendar quarter. Copies of such document shall be
mailed concurrently to the Writers Guild of America, west, Inc., 7000 West Third Street, Los
Angeles, California 90048 and to the Writers Guild of America, East, Inc., 555 West 57th Street,
New York, New York 10019.

In addition, the WGA and the Companies agree to the establishment of a committee comprised
of representatives of the WGA and the Companies to discuss the necessity for quarterly earnings
reports to be supplied to the Guild by the Companies in lieu of the above quarterly reports from
the Pension Plan and to explore ways for each Company to provide the Guild with employment
notices in lieu of the weekly work lists/notices of employment required in Article 3 of the Basic
Agreement.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

- 510 -
ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 511 -
 SIDELETTER TO ARTICLE 11.F., “EXPEDITED ARBITRATION
OF CERTAIN DISPUTES CONCERNING REACQUISITION
OF UNPRODUCED LITERARY MATERIAL (THEATRICAL)”

As of May 2, 1998

Reference is made to the provisions of Article 11.F. of the 1998 WGA Theatrical and Television
Basic Agreement. This provision was first negotiated in 1997-1998 as a special expedited
arbitration procedure to be used in resolving certain theatrical reacquisition disputes.

In the course of negotiating that clause, the parties agreed that an arbitrator in the expedited
forum would have the authority to provide remedies as set forth in Article 11.F.10. only. The
parties have agreed that the inclusion of Article 11.F.10. as a limitation on the arbitrator’s
authority in the expedited forum shall not be used in interpreting or applying other provisions in
the Basic Agreement. No implication as to the meaning of any other provision of the MBA
should be drawn from the language of Article 11.F.10.

In addition, the parties included an express statement of the ability to cite arbitration awards in
Article 11.F.6.d. The parties have agreed that the inclusion of Article 11.F.6.d. shall not be used
in interpreting or applying other provisions in the Basic Agreement. No implication as to the
meaning of any other provision of the MBA should be drawn from the language of Article
11.F.6.d.

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President
Alliance of Motion Picture & Television
Producers, Inc.

/s/ Brian Walton

Brian Walton, Executive Director
WRITERS GUILD OF AMERICA, WEST, INC.,
on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

- 512 -
 SIDELETTER TO ARTICLE 11.H., ARBITRATION OF DISPUTES
CONCERNING TRI-GUILD RESIDUALS AUDITS

As of May 2, 1998
Revised as of May 2, 2001
Revised as of November 1, 2004

This Sideletter is entered into by and among the Writers Guild of America, west, Inc., on behalf
of itself and its affiliate, Writers Guild of America, East, Inc. (“WGA”), the Directors Guild of
America, Inc. and the Screen Actors Guild (collectively “Guilds”), on the one hand, and the
American Broadcasting Companies, Inc., an indirect wholly-owned subsidiary of ABC, Inc.;
CBS Broadcasting Inc.; the National Broadcasting Company, Inc.; NBC Studios, Inc.; and the
Alliance of Motion Picture & Television Producers (“AMPTP”), on behalf of the entities it
represented in the negotiation of the 2004 Writers Guild of America Theatrical and Television
Basic Agreement, the Directors Guild of America, Inc. (“DGA”) Basic Agreement of 2002, the
DGA Freelance Live and Tape Television Agreement of 2002, the Producer-Screen Actors Guild
(“SAG”) Codified Basic Agreement of 2001, the 2001 Screen Actors Guild Television
Agreement, [together with the 2004 WGA Theatrical and Television Basic Agreement
(Networks) and all predecessor agreements listed in Exhibit A hereto to which such named
parties were (are) signatory, (collectively referred to as “Basic Agreements”)], on the other hand.

A. MATTERS SUBJECT TO TRI-GUILD ARBITRATION

When there is unanimous agreement among the Guilds, the following matters shall be
submitted to a tri-Guild arbitration:

Any dispute arising out of an audit conducted under the tri-Guild Gross Receipts
Residuals Payment Monitoring Fund program concerning the interpretation or
application, or alleged breach, of any residuals provisions of the Guilds’ current or
predecessor Basic Agreements, when such provisions are the same or substantially
similar.

This tri-Guild procedure is not available when the residuals obligation(s) at issue is (are)
payable, guaranteed or assumed by a “Qualified Distributor,” “Qualified Buyer” and/or a
“Qualified Residuals Payor,” except by mutual agreement.

B. GENERAL RULES

1. Parties

a. To the extent not inconsistent herewith, the arbitration provisions of the

Guilds’ Basic Agreements shall define the parties to a tri-Guild
arbitration. Individuals and their respective loan-out companies shall not
be parties to proceedings under this Sideletter.

- 513 -
 b. The party against whom a tri-Guild arbitration is commenced is
sometimes referred to herein as the respondent. Use of such term in the
singular shall be deemed to include the plural.

2. Time Limits

The claim of each Guild is subject to the time limits set forth in its Basic
Agreement.

3. Place of Hearing

All tri-Guild arbitrations shall be in Los Angeles, absent unanimous agreement of

the parties to another situs.

The selection of the situs of the hearing room within the appropriate city shall be
by mutual agreement of the Guilds and the respondent. If there is no such
agreement, those parties will alternate in selecting the hearing room, with the
party making the selection supplying the room at no charge to the other.

4. Award

The arbitrator may make any appropriate award to a Guild as permitted in that
Guild’s Basic Agreement. Such award shall be in writing and shall be limited as
provided in each Guild’s Basic Agreements. Subject to the provisions of those
Basic Agreements, the award shall be final and binding upon the parties to the
proceeding, whether participating in the proceeding or not.

5. Costs

The court reporter’s per diem charges and the fee and the expenses of the
arbitrator shall be borne fifty percent (50%) by the Guilds and fifty percent (50%)
by the respondent. The cost of the arbitrator’s copy of the transcript shall be
shared seventy-five percent (75%) by the Guilds and twenty-five percent (25%)
by the respondent.

6. Notices

a. All written notices referred to in this Sideletter commencing a tri-Guild

proceeding shall be sent to the respondent by registered or certified mail
or by personal delivery. If the moving party(ies) is (are) unable to effect
service in this manner, service may then be effected by first class mail,
postage prepaid, to the address for service last designated in writing to
each of the Guilds by the respondent, together with publication in Daily
Variety, The Hollywood Reporter, The Los Angeles Times and The New
York Times. All other written notices may be sent to each party by
messenger, certified mail, first class mail, facsimile or any other means
agreed upon by the parties.

- 514 -
 b. All notices sent by the Guilds to the respondent shall be sent to the
address(es) designated by the respondent in writing to each of the Guilds
at the time the respondent becomes signatory to each Guild’s Basic
Agreement. Should a signatory company change its address for the
purpose of receiving notices relating to arbitration, the signatory company
shall notify the Guilds of such new address, which shall then be
substituted for the prior address.

c. Unless otherwise designated by a signatory company in a written notice to

the Guilds, all notices sent by the Guilds to the respondent shall be
addressed to the attention of its Labor or Industrial Relations Department
or, in the absence of such department, to an officer of the respondent. If
the respondent maintains an office in Los Angeles, California or its
vicinity, all such notices shall be sent to said office.

d. A petition to confirm, modify or vacate, as the case may be, an arbitration

award filed in any court of competent jurisdiction shall be served upon the
respondent in such proceeding by registered or certified mail or by
personal delivery. If the petitioner is unable to effect service in this
manner, service then may be effected by first class mail, postage prepaid,
to the address for service last designated in writing by the Company,
together with publication in Daily Variety, The Hollywood Reporter, The
Los Angeles Times and The New York Times.

7. Conduct of Proceedings

Except as set forth elsewhere herein, the arbitrator shall adopt such rules of
procedure and shall conduct proceedings in such manner as he/she shall
determine to be proper; provided, however, that each party to any arbitration shall
be afforded a reasonable opportunity to present evidence and argument before the
arbitrator.

All hearings, deliberations and proceedings of the arbitrator shall be closed to the
public. Only interested parties, their representatives and witnesses may attend.

C. ARBITRATION

1. Initiation of Proceedings

a. When One or More Guilds Have Previously Served Separate

Arbitration Claims and/or Grievances

A tri-Guild arbitration shall be initiated by the Guilds by written notice

setting forth the particulars of the claim. The written notice shall describe
all previously served claim(s) and/or grievance(s) to be submitted to the
tri-Guild proceeding. The written notice shall be sent in accord with the

- 515 -
 procedures described in Section B.6. above, within eighteen (18) months
following the date of the final audit report.

The tri-Guild procedure would not be available, however, when an

arbitrator has been selected to hear a claim filed separately by one of the
Guilds.

b. When No Arbitration Claims Have Been Previously Served By Any

Guild

A tri-Guild arbitration shall be initiated by the Guilds by joint (i.e., single)

written notice setting forth the particulars of the claim, to be sent in accord
with the procedures described in Section B.6. above. No grievance
proceedings shall be utilized.

2. Respondent’s Written Statement of Position

The respondent shall, within ten (10) business days following receipt of the notice
of invocation of a tri-Guild proceeding, inform all Guilds of its representatives
and serve a written statement of its position.

3. Selection of Arbitrator

The arbitrator shall be a neutral third party. The parties shall in good faith
attempt to mutually agree upon an arbitrator within ten (10) business days after
the respondent’s receipt of the notice of invocation of a tri-Guild proceeding.
Should the parties fail to so agree, the arbitrator shall be selected by the “Strike
Process” as follows:

a. The arbitrators listed in subparagraph e.(2) below shall constitute the list
of arbitrators.

b. On a respondent-by-respondent basis, the Guilds collectively and the

respondent shall alternate on a case-by-case basis in first striking a name
from the list of arbitrators. Thereafter, the other party shall “strike” a
name from the list. The parties shall continue to alternate in striking
names from the list, until one (1) arbitrator’s name remains.

c. The arbitrator whose name remains (after the Strike Process is completed)
shall be the arbitrator.

d. The Strike Process shall commence within two (2) business days
following completion of the ten (10) business day period referred to in
Section 3. above and must conclude no later than three (3) business days
following completion of the ten (10) day period referred to in Section 3.
above.

- 516 -
 e. In the event that one of the parties fails to participate in the Strike Process,
or fails to strike in order and/or timely, the other party may thereupon
select the arbitrator to hear the matter.

(1) If there is more than one respondent, then the respondent which is
the real party in interest shall participate in the striking process
with the Guilds. In the event that such respondents cannot agree
on which of them is the real party in interest, then such
respondents shall determine by lot which of them shall participate
in the striking process with the Guilds.

(2) The authorized list of arbitrators is as follows:

Sara Adler
Howard Block
Dixon Dern
Gerry Fellman
Joe Gentile
Fredric Horowitz
Edgar A. Jones, Jr.
Anita Christine Knowlton
Michael Rappaport
Sol Rosenthal
Charles Silverberg

Additional names may be added from time to time by mutual

agreement of the parties, provided that the panel shall consist of an
odd number of arbitrators at all times.

4. Substitution of Arbitrators

If the arbitrator selected cannot serve, a substitute shall be selected in accordance

with Section 3. above.

5. Notice of Hearing

The arbitrator or, at his/her request, one of the parties shall give written notice to
the parties of the time and place of the arbitration hearing. In fixing such date, the
arbitrator shall consult the parties and shall consider the time reasonably
necessary for the parties to prepare their cases.

6. Exchange of Information

The parties will cooperate in the exchange of information reasonably in advance

of the hearing date regarding the expected utilization of documents and physical
evidence. Not later than thirty (30) days prior to the arbitration hearing, any party
may make a written request to the other to produce, on a date not later than five

- 517 -
 (5) days before the hearing, documentary evidence of the type producible
pursuant to a subpoena duces tecum. The documents must be produced on the
date requested, but the other party may object to the production of the documents
to the same extent as though the documents were subpoenaed. Any such
objection shall be considered by the arbitrator at the hearing.

The introduction of documents or physical evidence shall not be precluded

because they were not exchanged in advance of the hearing.

7. Hearing

a. The arbitrator may, upon a showing of good cause, continue the hearing.
The arbitration hearing shall be continued by mutual agreement of the
parties.

b. The arbitration shall take place as noticed or continued regardless of

whether one (1) or more of the parties fails to participate.

8. Defenses

The respondent may assert any and all defenses available to it, including those
available against only one or two Guilds.

9. Waiver of Time Limits

Any and all time limits in this Sideletter may be waived by the mutual consent of
the parties.

10. Confidentiality

The parties and the arbitrator shall maintain the confidentiality of business
records and/or other documents introduced at the hearing as if the provisions of
Article 53.B. of the WGA Minimum Basic Agreement, Article 17-400 of the
DGA Basic Agreement, Article 7.H. of the DGA Freelance Live and Tape
Television Agreement and Article 6.1 of the SAG Codified Basic Agreement
applied.

D. ARBITRATION OF DISPUTES WHICH INVOLVE QUESTIONS OF

JURISDICTION OR ARBITRABILITY

1. General

An objection to jurisdiction or arbitrability shall first be determined by the

arbitrator prior to proceeding with a hearing on the merits. If the arbitrator
determines that there is jurisdiction and that the dispute is arbitrable, the arbitrator
shall proceed to a decision on the merits; provided, however, that the party
contesting arbitration or jurisdiction shall not, by proceeding to a determination of

- 518 -
 the merits of such arbitration, be deemed to have waived its position that the
dispute is not arbitrable or that the arbitrator does not have jurisdiction. If the
arbitrator rules he/she has no jurisdiction over the dispute or that the dispute is not
arbitrable, then each party shall be free to pursue the remedies available to it.

2. Timeliness Defense

If the respondent alleges that the claim is time-barred under one or more of the
Guilds’ Agreements, such defense shall be bifurcated and heard in a separate
proceeding in advance of the proceeding on the merits, absent consent of all
parties to decide this defense in the same proceeding. In a bifurcated proceeding,
only the parties to the Agreement under which the timeliness defense has been
raised shall be parties. These parties shall select a different arbitrator to decide
the timeliness defense under the procedures described above in Section C.3.,
unless they agree to use the same arbitrator selected to decide the merits of the tri-
Guild claim. The arbitrator shall refrain from issuing a decision on the merits of
any tri-Guild claim subject to a timeliness defense until issuance of the decision
on such defense.

E. ARBITRATION EXCLUSIVE REMEDY

Arbitration under this Sideletter shall be the exclusive remedy in connection with claims
hereunder against the respondent concerning the interpretation or application, or alleged
breach, of any residuals provisions of the Guilds’ current or predecessor Basic
Agreements.

Very truly yours,

Directors Guild of America, Inc.

Screen Actors Guild

Writers Guild of America, west, Inc.,

on behalf of itself and its affiliate,
Writers Guild of America, East, Inc.

- 519 -
J. Nicholas Counter III, President
Alliance of Motion Picture & Television Producers,
Inc.

American Broadcasting Companies, Inc., an

indirect wholly-owned subsidiary of ABC, Inc.

CBS Broadcasting Inc.

National Broadcasting Company, Inc.

NBC Studios, Inc.

- 520 -
 Exhibit A to Article 11.H.

WGA Collective Bargaining Agreements:

1960 Network TV Film Agreement 1971 Ext. to 1968 Live TV Agreement (Networks)

1960 Network Live TV Agreement 1971 Network Documentary Agreement

1960 Network Documentary Agreement 1973 Networks Basic Agreement

1960 Theatrical Agreement 1973 Network Documentary Agreement

1960 Screen Agreement (Universal) 1973 Theatrical & TV Agreement (AMPTP)

1960 TV Film Agreement (AMPP) 1977 Networks Basic Agreement

1960 TV Film Agreement (Independent) 1977 Network Documentary Agreement

1960 TV Film Agreement (Freelance) 1977 Theatrical & TV Agreement (AMPTP)

1963 Live TV Agreement (Networks) 1977 Theatrical & TV Agreement (8 Companies)

1963 Network Documentary Agreement 1981 Theatrical & TV Agreement (AMPTP)

1963 Screen Agreement 1985 Theatrical & TV Agreement (AMPTP)

1963 Screen Agreement (Universal) 1988 Theatrical & TV Agreement (Independent)

1965 Live TV Agreement (Networks) 1988 Theatrical & TV Agreement (Indep. Revised)

1965 Network Documentary Agreement 1988 Theatrical & TV Agreement (AMPTP)

1965 Screen Agreement (Universal) 1992 Ext. to 1988 Theatrical & TV Agreement

1966 Theatrical Agreement (Independent) 1995 Theatrical & TV Agreement (AMPTP)

1966 TV Film Agreement (Freelance) 1995 Theatrical & TV Agreement (Networks)

1967 Ext. to 1966 TV Film Agreement (Freelance) 1998 Theatrical & TV Agreement (AMPTP)

1968 Live TV Agreement (Networks) 1998 Theatrical & TV Agreement (Networks)

1968 Network Documentary Agreement 2001 Theatrical & TV Agreement (AMPTP)

1970 Network Film MBA 2001 Theatrical & TV Agreement (Networks)

1970 Theatrical & TV Agreement (AMPTP)

- 521 -
DGA Collective Bargaining Agreements:

1960 Directors Guild of America Basic Agreement

1964 Directors Guild of America Basic Agreement

1968 Directors Guild of America Basic Agreement

1973 Directors Guild of America Basic Agreement

1975 Directors Guild of America Freelance Live & Tape Television Agreement

1978 Directors Guild of America Basic Agreement

1978 Directors Guild of America Freelance Live & Tape Television Agreement

1981 Directors Guild of America Basic Agreement

1981 Directors Guild of America Freelance Live & Tape Television Agreement

1984 Directors Guild of America Basic Agreement

1984 Directors Guild of America Freelance Live & Tape Television Agreement

1987 Directors Guild of America Basic Agreement

1987 Directors Guild of America Freelance Live & Tape Television Agreement

1990 Directors Guild of America Basic Agreement

1990 Directors Guild of America Freelance Live & Tape Television Agreement

1993 Directors Guild of America Basic Agreement

1993 Directors Guild of America Freelance Live & Tape Television Agreement

1996 Directors Guild of America Basic Agreement

1996 Directors Guild of America Freelance Live & Tape Television Agreement

1999 Directors Guild of America Basic Agreement

1999 Directors Guild of America Freelance Live & Tape Television Agreement

2002 Directors Guild of America Basic Agreement

2002 Directors Guild of America Freelance Live & Tape Television Agreement

- 522 -
SAG Collective Bargaining Agreements:
Producer-Screen Actors Guild, Inc. Memorandum of Agreement of 1960 to the Producer-Screen Actors
Guild Codified Basic Agreement of 1952 and the 1956 Supplement

1960 Screen Actors Guild Television Agreement

Producer-Screen Actors Guild, Inc. Memorandum of Agreement of 1963 to the Producer-Screen Actors
Guild Codified Basic Agreement of 1952, the 1956 Supplement and the Producer-Screen Actors Guild,
Inc. Memorandum of Agreement of 1960

1964 Screen Actors Guild Television Agreement

Producer-Screen Actors Guild, Inc. Memorandum of Agreement of 1965 to the Producer-Screen Actors
Guild Codified Basic Agreement of 1952, the 1956 Supplement, the Producer-Screen Actors Guild, Inc.
Memorandum of Agreement of 1960 and the Producer-Screen Actors Guild, Inc. Memorandum of
Agreement of 1963

Producer-Screen Actors Guild Codified Basic Agreement of 1967

1967 Screen Actors Guild Television Agreement

1971 Supplement to the Producer-Screen Actors Guild Codified Basic Agreement of 1967

1971 Screen Actors Guild Television Agreement

Producer-Screen Actors Guild Memorandum of Agreement of 1974 to the Producer-Screen Actors Guild
Codified Basic Agreement of 1967 and the 1971 Supplement and the 1971 Screen Actors Guild
Television Agreement

1974 Screen Actors Guild Television Agreement

Producer-Screen Actors Guild Codified Basic Agreement of 1977

1977 Screen Actors Guild Television Agreement

1980 Supplement to the Producer-Screen Actors Guild Codified Basic Agreement of 1977 and 1977
Screen Actors Guild Television Agreement

1983 Memorandum of Agreement between AMPTP and Screen Actors Guild, Inc. to the Producer-Screen
Actors Guild Codified Basic Agreement of 1977, the 1977 Screen Actors Guild Television Agreement
and the 1980 Supplement

Producer-Screen Actors Guild Codified Basic Agreement of 1986

1986 Screen Actors Guild Television Agreement

1986 Memorandum of Agreement between Independent Producers and Screen Actors Guild to the
Producer-Screen Actors Guild Codified Basic Agreement of 1977, the 1977 Screen Actors Guild
Television Agreement, the 1980 Supplement and the 1983 Memorandum of Agreement between AMPTP
and Screen Actors Guild, Inc.

- 523 -
Producer-Screen Actors Guild Codified Basic Agreement of 1989

1989 Screen Actors Guild Television Agreement

Screen Actors Guild Codified Basic Agreement of 1989 for Independent Producers

Producer-Screen Actors Guild Codified Basic Agreement of 1992

1992 Screen Actors Guild Television Agreement

1992 Memorandum of Agreement between Independent Motion Picture and Television Producers and
Screen Actors Guild to the Screen Actors Guild Codified Basic Agreement of 1989 for Independent
Producers and the Screen Actors Guild Television Agreement of 1989 for Independent Producers

Producer-Screen Actors Guild Codified Basic Agreement of 1995

1995 Screen Actors Guild Television Agreement

Screen Actors Guild Codified Basic Agreement of 1995 for Independent Producers

Screen Actors Guild Television Agreement of 1995 for Independent Producers

Producer-Screen Actors Guild Codified Basic Agreement of 1998

1998 Screen Actors Guild Television Agreement

Screen Actors Guild Codified Basic Agreement of 1998 for Independent Producers

Screen Actors Guild Television Agreement of 1998 for Independent Producers

Producer-Screen Actors Guild Codified Basic Agreement of 2001

2001 Screen Actors Guild Television Agreement

Screen Actors Guild Codified Basic Agreement of 2001 for Independent Producers

Screen Actors Guild Television Agreement of 2001 for Independent Producers

- 524 -
 SIDELETTER TO ARTICLE 13.B.7. RE “SUPERSIZED” EPISODES

As of November 1, 2004

John McLean
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Re: Supersized Episodes

Dear John:

This sideletter applies to any episode of a one-half hour or one-hour dramatic series covered
under the 2004 Theatrical and Television Basic Agreement (“MBA”), and produced for
broadcast in prime time on ABC, CBS, NBC, FBC, WB, or UPN, the running time of which
extends beyond the regular time period of a typical episode of the series, but which does not
consume a standard one-half hour or one (1) hour time period (e.g., a forty-three [43] minute
episode of a series which is ordinarily one-half hour in length). These episodes shall be referred
to as “supersized” episodes. The parties agree that an episode which exceeds the length of a
typical episode by up to three (3) minutes shall not be considered a “supersized” episode and no
additional payment shall be due therefor.

The minimum compensation for a “supersized” episode of a series shall be the next highest rate
applicable to a program closest in running time to the “supersized” episode, except that when
there is no applicable 45 or 75 minute rate in a schedule, the minimum shall be the figure which
is midway between the minimum applicable to the time period of a regular episode of the series
and the next highest rate.

- 525 -
SIDELETTER TO ARTICLE 13.B.7.
Page 2

If the episode is rerun (either on the network or in syndication) after being edited to run as a one-
half hour or one hour episode, as applicable, it is agreed that the residual base for such rerun
shall be the minimum applicable to the length of a non-“supersized” episode of the series.

Sincerely,

J. Nicholas Counter III

JNC:jrs

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean, Executive Director

- 526 -
 SIDELETTER TO ARTICLE 13.B.7.f. RE TIME OF PAYMENT (TELEVISION)

As of March 28, 1995

Brian Walton
Executive Director
Writers Guild of America, west, Inc.
7000 W. Third Street
Los Angeles, California 90048-4329

Re: Long-form Television Motion Pictures; Payment for Writing Steps

Dear Mr. Walton:

Discussions among the Guild, Companies which produce television motion pictures ninety (90)
minutes or longer, and licensees of such programming led to the following provision being added
as the last paragraphs of Article 13.B.7.f. of the 1995 WGA Theatrical and Television Basic
Agreement (“MBA”):

“If the writer of a television motion picture ninety (90) minutes or longer has
negotiated a salary sufficient to allow for three (3) revisions of the teleplay as
follows, and the writer’s contract provides for such revisions, the first draft
teleplay shall be delivered to the producer (or other executive) designated in the
writer’s deal memorandum or contract and such producer shall be authorized to
give notes to the writer and the writer shall utilize such notes in the first revision.

“Payment for such writing steps would be as follows:

(1) commencement (10% of agreed compensation);

(2) delivery of story (20% of agreed compensation);
(3) delivery of first draft teleplay to producer (40% of agreed compensation);
(4) (a) delivery of first set of revisions to producer, based on producer’s notes, if
any (10% of agreed compensation); or
(b) if producer has not requested a revision, delivery of first set of revisions to
network or licensee (10% of agreed compensation);
(5) delivery of second set of revisions (10% of agreed compensation); and
(6) delivery of polish (10% of agreed compensation).

- 527 -
 “SPECIAL COMPANY AFFIRMATIVE COVENANT OF
TIMELY PAYMENT IN LONG-FORM TELEVISION

“The following is without derogation of any other payment obligation in this Agreement.

“Given that industry practice in long-form television includes situations in which the
Company (which employs the writer) receives payments, sometimes in stages, from a
licensee, and that the licensee may contract with the Company for a number of drafts of a
script prior to a production commitment, it is understood, and the Company hereby
affirms that:

“(1) The obligation to make timely payment to the writer pursuant to this Article
13.B.7.f. and Article 13.B.9., including with respect to step 4(a) hereof, or
otherwise, is an obligation of the Company regardless of any funding arrangement
with a licensee of the motion picture; and

“(2) Lack of receipt by Company of payment from a licensee is not, and shall not be
used as, an excuse for failure to pay the writer on a timely basis.”

As participants in the discussions leading up to the addition of this new provision, we understand
that in certain circumstances a producer employed or affiliated with a Company signatory to the
MBA may request that the writer perform a set of revisions prior to submission of the first draft
teleplay to the licensee. This would result in the licensee being entitled to one fewer draft of a
teleplay than would have been the case prior to the addition of this provision, and licensees agree
to adjust the time of their payment to the Company accordingly. We also understand that this
provision was added to remove pressures upon the writer to perform uncompensated writing.

It was further discussed during the above-described discussions that should a licensee wish to
preserve for itself the right to see all drafts, as contemplated under paragraph (4)(b) of Article
13.B.7.f., the licensee shall make appropriate contractual arrangements with the employing
Company.

Each of the undersigned will instruct its employees on the meaning of this new provision and
conduct its affairs accordingly.

Very truly yours,

[Insert signatures from ABC, CBS, NBC and other licensees]

cc: J. Nicholas Counter III

- 528 -
 SIDELETTER RE PENSION PLAN AND HEALTH FUND CONTRIBUTIONS
FOR ARTICLE 14 WRITERS

As of November 1, 2004

J. Nicholas Counter
President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Blvd.
Encino, California 91436

Re: Committee re Article 14.E.2. Pension Plan and Health Fund Contributions

Dear Nick:

The parties agree to form a joint committee to review coverage of writers employed pursuant to
Article 14.E.2. The committee will meet within one hundred eighty (180) days after ratification
of the 2004 Agreement. The Guild agrees that if the Companies so request, issues related to
contributions for all writers employed pursuant to Article 14 may also be addressed. The
Companies and the Guild agree that any information provided to the committee shall be
confidential.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 529 -
 SIDELETTER TO ARTICLE 15.B.1. RE INTERRUPTED BROADCASTS

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Blvd.
Encino, California 91436

Re: Interrupted Broadcasts

Dear Nick:

The parties agree that if a substantial portion of a television program or an element essential to
the program is not shown because the program is preempted, as described below, the Guild shall,
upon request of the network, program service or Company stating the reason therefor and the
date, time and market(s) of the rebroadcast, grant a waiver permitting the network, program
service or Company to broadcast the entire interrupted program on the network or station(s)
whose broadcast was interrupted within thirty (30) days following the interrupted broadcast
without incurring any additional payment to the writer(s) of the program. It is understood that
the network, program service or Company will exercise discretion and limit such requests to
situations such as governmental regulation or order, strike, the failure of broadcasting facilities
because of war or other calamity such as fire, earthquake, hurricane, or similar acts of God, or
because of the breakdown of broadcasting facilities due to causes beyond the reasonable control
of the network, program service or Company, or because the program time is preempted by a
Presidential broadcast, a news emergency, or the telecast of a special news event.

Notwithstanding the foregoing, this Sideletter shall cease to be in effect as of the last day of this
agreement.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

- 530 -
ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 531 -
 SIDELETTER NO. 1 TO ARTICLE 15.B.1.b.(2)(c) RE
RESIDUALS FOR ONE-HOUR NETWORK PRIME TIME DRAMATIC SERIES

As of August 8, 1988;
Revised as of May 2, 1992;
Revised as of May 2, 1995;
Revised as of May 2, 1998;
Revised as of May 2, 2001;
Revised as of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Re: Waiver re Domestic Free Television Residuals for One-Hour Network Prime
Time Dramatic Series

Ladies and Gentlemen:

A. Revenues Contracted For: The Writers Guild of America hereby grants a limited waiver
from the provisions of Article 15.B.1.b.(2)(c) of the 2004 WGA-AMPTP MBA, and the
comparable provisions of all prior MBAs, to all Companies signatory hereto with regard to
residuals payable pursuant thereto (“fixed residual payments”) to the credited writer(s) of
episodes of one-hour network prime time dramatic series, which series have not been exhibited
in syndication prior to March 1, 1988, and episodes of one-hour prime time dramatic series
produced for initial broadcast on Fox Broadcasting Company (“FBC”), which series have not
been exhibited in syndication prior to May 2, 2002.

Residuals for episodes of such series shall be computed by multiplying the fixed residual amount
otherwise due by a ratio, the numerator of which is the revenue contracted for by the distributor,
as may be adjusted below, and the denominator of which is six hundred fifty thousand dollars
($650,000.00). As subsequent payments are made for any episode, appropriate payments or
credits shall be made to bring earlier residual payments into conformity with any increase or
decrease in the multiplier. In no event, however, shall any payment made pursuant to this
limited waiver exceed one hundred fifty percent (150%) of the fixed residual payment otherwise
due. Similarly, any such payment shall not be less than fifty percent (50%) of the fixed residual
payment otherwise due, except in the case of series licensed only in markets representing fewer
than one-third of all United States television households.

- 532 -
B. Combination Sales: If a series qualifying hereunder is sold in combination with any other
series or other program, the Company shall allocate to each episode of the series qualifying
hereunder a fair and reasonable portion of the revenues contracted for and shall include such
amount in the numerator referred to above. The Company shall notify the Guild when a series
qualifying hereunder is sold in combination with another series or program and in such notice
identify the other series or program involved. If the Guild contends that the amounts so
allocated were not fair and reasonable, such claim may be determined by submission to
arbitration and the arbitrator shall have the authority to determine the fair and reasonable amount
to be so allocated.

C. Barter Syndication: If any series qualifying hereunder is syndicated with advertising time
withheld by the distributor (i.e., barter syndication), the fair market value of the amount allocated
to the “barter” portion of the deal shall be included in the numerator referred to above. The
Company shall notify the Guild when a series qualifying hereunder is syndicated in any barter
arrangement. If the Guild contends that the amount so allocated does not represent the fair
market value of the “barter,” such claim may be determined by submission to arbitration and the
arbitrator shall have the authority to determine the fair market value to be so allocated.

D. Reporting:

1. The Company shall make the foregoing payments within the time period set forth
in Article 15.B.1.b.(5) and in the manner required by Article 15.B.4.
Simultaneously with each payment due hereunder, the Company shall submit to
the Guild a statement showing per-episode market-by-market1 revenue amounts
used to compute the multiplier for the episode. In calculating the numerator of
each multiplier, the revenue contracted for by the distributor shall be adjusted by
the Company to take into account uncollected revenues, to the extent that such are
evidenced by bankruptcy, contract restructuring (including amendments and
cancellations), reorganizations or accounts that are more than 270 days
delinquent. In its statement to the Guild, the Company shall notify the Guild of
any such adjustment and the basis therefor.

2. If the Company excludes any amounts not collected with respect to contracts with
any party whose debts have been discharged or whose contracts have been
modified in a bankruptcy or reorganization proceeding, the Company shall notify

1
The Guild agrees to maintain such information on a strictly confidential basis. The
regular practice required by this Agreement is for the Company to send the Guild the
market-by-market information in the statement; however, it is recognized that in certain limited
instances, the Company may have business reasons, unrelated to compliance with this Basic
Agreement, for believing that the inclusion in the written statement of specific market revenues
contracted for, or some of them (as distinguished from the total revenues contracted for), may
not be appropriate. In such instances, the Company will advise the Guild that such figures are
being omitted from its statement and the reasons therefor. In such cases, Company will meet
promptly to provide such figures in a confidential setting, limited to appropriate executives of
the Guild and the Company.
- 533 -
 the Guild of the exclusion and, upon request, shall promptly provide the Guild
with copies of court documents, including those which substantiate the discharge,
reorganization or contract modification.2

3. Upon collection of any revenues previously treated as “uncollected” under this

section D., the Company shall add such collected revenues back into the
numerator of the multiplier. Any increased amounts shall be due with the next
payment otherwise required hereunder, but in no event later than four (4) months
from recovery or collection of such revenue by the Company. In its statement to
the Guild, the Company shall notify the Guild of the amounts of such a collection
and the basis therefor.

4. In any dispute over a decrease in the numerator alleged to have been made under
this section D., the burden of proof shall be on the Company to establish that such
decrease comports with the terms and conditions hereof.

5. The Company affirms its obligations under Article 15.B.5. and Article 53. Upon
written request of the Guild, the Company shall promptly send to the Guild copies
of those parts of the contracts showing the financial terms relevant to the
determination of the accuracy of the payments to be made hereunder.3 The
Company shall also, upon request of the Guild, provide the Guild promptly with
access to any and all documents or records reasonably necessary to confirm
compliance with the foregoing terms and conditions and, thereafter, upon written
request of the Guild, the Company shall provide the Guild with copies of such
documents and records. If the Company in good faith contends that any of such
documents or records are proprietary and/or confidential, the Guild shall in good
faith seek to address appropriate Company concerns. The Company may
withhold copies pending an agreement with the Guild on how the Guild shall

2
The Guild recognizes that there may be situations in which the Company has already
made residual payments to writers under this sideletter based upon the revenues it contracted for,
but ultimately fails to receive those revenues. When the reason for failing to collect the revenues
originally contracted is one of those which would justify an adjustment in the numerator under
this provision, but the Company is unable to recoup its excess residual payments to writers, the
Guild agrees to cooperate in good faith with the Company to arrive at an equitable solution
calculated to place the Company in the same position that it would have been in had it made the
adjustment in the numerator before its payment of residuals.
3
The Guild agrees to maintain such information on a strictly confidential basis. It is
recognized that in certain limited instances the Company may have business reasons, unrelated
to compliance with this Basic Agreement, for believing that sending copies of financial terms of
certain contracts to the Guild may not be appropriate. In such instances, the Company may
confer with the Guild to explain its concerns. The Guild shall in good faith consider the
Company’s concerns and, if it concurs with the Company, it shall so indicate in writing and the
Company shall not be required to send such items.
- 534 -
 maintain appropriate confidentiality. If such an agreement is not reached, the
Company may withhold such documents pending action by an arbitrator.

E. Termination of Waiver: If the Guild desires to terminate this limited waiver, it may, once
during the term of this Agreement, so advise the AMPTP not later than June 1 of any year of this
Agreement. In such event, the parties shall promptly submit the issue of whether the economics
of the off-network domestic syndication market for one-hour dramatic programs produced for
network prime time have recovered sufficiently to justify the expiration of this limited waiver to
a neutral fact-finder for an expeditious determination. The neutral fact-finder, who shall be
chosen by mutual agreement of the parties or, absent such agreement of the parties, from a panel
of arbitrators of the American Arbitration Association (AAA) in accordance with AAA rules,
shall issue his/her findings in writing prior to the commencement of the fall television season.

The parties hereto agree that such written findings constitute an arbitration award for the purpose
of proceedings to enforce, modify or vacate an arbitration award in any court of competent
jurisdiction.

In the event the neutral fact-finder determines that the syndication market has recovered
sufficiently to justify the expiration of the limited waiver, the Guild shall have the option to
terminate this limited waiver as to the next fall television season and, in lieu thereof, to reinstate
the fixed residual formula, as provided in Article 15.B.1.b.(2)(c). In the event the Guild elects to
terminate the waiver, such election shall apply to series premiering on a network in the fall
season(s) following the Guild’s request for fact-finding.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 535 -
 SIDELETTER NO. 2 TO ARTICLE 15.B.1.b.(2)(c) RE
RESIDUALS FOR HALF-HOUR SERIES

As of May 2, 2001
Revised as of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Experiment in Syndication of Half-Hour Series in Markets Representing

50% or Fewer of U.S. Television Households

Dear Nick:

Reference is made to the provisions of Article 15.B.1.b.(2)(c) of the 2004 WGA Theatrical and
Television Basic Agreement. During the 2001 negotiations, the Companies expressed a concern
that if a series could only be syndicated in markets representing 50% or fewer of the U.S.
television households, residuals payable pursuant to Article 15.B.1.b.(2)(c) would render such
syndication fiscally untenable. The Companies asserted that the payment of any residuals in
such circumstances would benefit both the Company and the individual writers since no
payments are presently made.

While the WGA expressed concern that an accommodation might be subject to abuse or
otherwise reduce overall syndication residuals, the parties agreed to an experiment for the term
of the 2001 MBA, and agreed to renew the experiment for the term of the 2004 MBA to be
reviewed by October 31, 2007 to determine its effectiveness and whether or not it should be
extended. In such regard, the Companies agree to provide the WGA with license fee information
at the time of the first payment hereunder.

When a half-hour series is syndicated in markets representing in the aggregate fifty percent
(50%) or fewer of U.S. television households, residuals for such series shall be payable at twenty
percent (20%) of the “applicable minimum” pursuant to Article 15.B.1.b.(3) for each such run
but shall not constitute a “run” for purposes of Article 15.B.1.b.(2)(c).

If the series is further syndicated and the aggregate of the markets in which the series is
syndicated exceeds fifty percent (50%) of the U.S. television households, the payments required
pursuant to Article 15.B.1.b.(2)(c) shall be due on any subsequent runs.

- 536 -
This experiment will only apply to series that have not yet been placed into syndication as of
May 2, 2001.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 537 -
 SIDELETTER TO ARTICLE 15.B.14.h.(2) RE CHARACTER PAYMENTS

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Re: Committee Re Character Payments

Dear Nick:

The parties agree to form a joint committee to consider ways to simplify the process and the
rules associated with a writer’s eligibility for character payments under Article 15.B.14.h.(2).

The Committee will commence its meetings within one hundred eighty (180) days after the
ratification of the 2004 Agreement.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 538 -
 SIDELETTER RE ELECTRONIC DATA TRANSFER

As of May 2, 1998

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Re: Electronic Data Transfer

Dear Nick:

Reference is made to the 1997-98 negotiations between the Guild, on the one hand, and the
Companies represented by the AMPTP, on the other hand, in which the parties discussed the
Guild’s proposal for electronic transfer of certain data.

This will confirm that the Companies’ objective is to move toward an electronic data transfer of
residuals and other agreed-upon information, as appropriate, to the WGA. The Companies
confirm their willingness to cooperate with the WGA in implementing these transfers.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III
President

- 539 -
 SIDELETTER TO ARTICLE 16 RE REACQUISITION PROVISIONS

As of August 8, 1988;
Revised as of May 2, 1998

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Ladies and Gentlemen:

The parties acknowledge that during the 1988 MBA negotiations disputes arose concerning
certain alleged ambiguities in the provisions of prior MBAs relating to reacquisition in screen
and TV (hereinafter “the disputes”). As to the disputes, the WGA and the Companies expressly
reserved their positions.

In addition, the parties agreed that the provisions of Article 16.A.8.a), b) and c)1 shall not apply
to Article 16.A.8.d)2 of the 1988 MBA, except as specifically provided therein.

The parties participated in several “side bar” discussions during June, July and August, 1988,
with respect to Articles 16.A.8. and 16.B.2. In connection with these side bar discussions, as
with all other side bars, the parties agreed not to introduce into evidence in any legal proceeding
arising under a prior MBA the proposals or counterproposals made in such side bars, or any oral
statement made by any party during such side bars, concerning the disputes.

The parties further agreed that in any legal proceeding arising under a prior MBA, the parties
will not introduce into evidence Article 16.A.8.d) or Article 16.B.2. of the 1988 MBA
concerning issues of interpretation of reacquisition provisions in prior MBAs.

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton
Executive Director, WGAw

1
These provisions have been redesignated as Article 16.A.8.a.,b., and c., respectively, in
the 1998 MBA.
2
This provision has been redesignated as Article 16.A.8.d. in the 1998 MBA.
- 540 -
ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE
& TELEVISION PRODUCERS, INC.

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III
President

- 541 -
 SIDELETTER TO ARTICLE 16.A.8.d) RE REACQUISITION

As of August 8, 1988;
Revised as of May 2, 1998

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Dear Nick:

Reference is made to Article 16.A.8.d)1 of the 1988 WGA MBA, which governs the
reacquisition of literary material written or acquired on or after August 8, 1988. In drafting that
provision, the parties agreed to structure that clause in a manner that is different from the
structure of subparagraphs a), b) and c) of Article 16.A.8.,2 on which subparagraph d) is in large
part based. This “restructuring” involved the addition of contract language, lettering and
numbering and subtitles and was designed to provide a more convenient and precise means of
referencing portions of the language in the new reacquisition clause.

By this letter, the parties reaffirm their agreement that the language so added was not intended,
and should not be construed, as effecting any substantive difference between Article 16.A.8.d)
and the language in Articles 16.A.8.a), b) and c) upon which it is based. To avoid any possible
confusion in identifying substantive and non-substantive language changes in Article 16.A.8.d),
the parties have agreed to the following list specifying the language added to Article 16.A.8.d)
solely for the purpose of accomplishing the restructuring:

(1) The addition of the subtitle “Reacquisition under the 1988 Basic Agreement” at
the beginning of subparagraph d).

(2) The addition of the subtitle “Procedures for Reacquisition” after the second full
paragraph of subparagraph d).

1
This provision has been redesignated as Article 16.A.8.d. in the 1998 MBA.
2
These provisions have been redesignated as Article 16.A.8.a., b., and c., respectively, in
the 1998 MBA.
- 542 -
 (3) The addition of “(i),” “(ii),” “(iii),” “(iv),” “(v),” “(vi)” and “(vii)”3 as paragraph
identifications before the first through seventh paragraphs, respectively,
immediately following the “Procedures for Reacquisition” subtitle.

(4) The deletion of the words “provided, however, that” at the end of subparagraph
(iii) and the word “instead” in the first sentence of subparagraph (iv) under
“Procedures for Reacquisition” and the addition of the words “In the alternative”
at the beginning of the latter subparagraph.

(5) The substitution of the words “subparagraph (iv)” in lieu of “the proviso in the
third paragraph” in the first sentence of subparagraph (vi) under “Procedures for
Reacquisition.”

(6) The addition of the subtitle “Rights and Procedures Relating to Reacquisition of
Material That Has Been Sold or Optioned.”

(7) The addition of “(i),” “(ii),” “(iii)” and “(iv)” as paragraph identifications before
the first through fourth paragraphs, respectively, immediately following the
subtitle “Rights and Procedures Relating to Reacquisition of Material That Has
Been Sold or Optioned.”

(8) The addition of the number “8” in the reference to:

(a) “subparagraph 8.d)” at the end of the first sentence of subparagraph (i)
under the subtitle “Rights and Procedures Relating to Reacquisition of
Material That Has Been Sold or Optioned;”

(b) “subparagraph 8.d)” at the end of the last sentence of subparagraph (i)
under the subtitle “Rights and Procedures Relating to Reacquisition of
Material That Has Been Sold or Optioned;”

(c) “subparagraph 8.c)” in the first sentence of subparagraph (iii) under the
heading “Rights and Procedures Relating to Reacquisition of Material
That Has Been Sold or Optioned;”

(d) “subparagraph 8.d)” in the first sentence of subparagraph (iv) under the
heading “Rights and Procedures Relating to Reacquisition of Material
That Has Been Sold or Optioned;” and

(e) “subparagraph 8.d)” in the first sentence of subparagraph (i) under the
heading “Payment.”

3
These provisions have been redesignated as Article 16.A.8.d.(1)(a) through (g),
respectively, in the 1998 MBA.
- 543 -
 (9) The addition of the words “it was” after the words “the date” and before the
words “actually received” in the second sentence of subparagraph (i) under the
heading “Rights and Procedures Relating to Reacquisition of Material That Has
Been Sold or Optioned.”

(10) The addition of the subtitle “Payment.”

(11) The deletion of the comma preceding the parenthetical in the last sentence under
subparagraph (i) under the heading “Payment.”

(12) The addition of the heading “Procedure if More than One Writer Desires to
Reacquire the Literary Material.”

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director
Writers Guild of America, west, Inc.

ACCEPTED AND AGREED:

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III, President
Alliance of Motion Picture &
Television Producers, Inc.

- 544 -
 SIDELETTER RE ARTICLE 16.A.8. RE
COMMITTEE TO ADDRESS REACQUISITION

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Committee Re Reacquisition

Dear Nick:

During the negotiation of the 2004 MBA, the parties agreed to form a joint committee to address
issues regarding the current reacquisition provisions in Article 16.A.8.

The Committee will commence its meetings within one hundred eighty (180) days after the
ratification of the 2004 Agreement.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw
ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 545 -
 SIDELETTER RE THEATRICAL RIGHTS

As of May 2, 1998

Brian Walton
Executive Director
Writers Guild of America, west, Inc.
7000 West 3rd Street
Los Angeles, California 90048-4329

Re: Purchase of Theatrical Rights Under Article 16.B.3.e.(1)

Dear Brian:

The WGA agrees to participate in a committee to discuss Company concerns regarding the cost
of purchasing theatrical motion picture rights under Article 16.B.3.e.(1).

Sincerely,

/s/ J. Nicholas Counter III

J. Nicholas Counter III

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

/s/ Brian Walton

Brian Walton

- 546 -
 SIDELETTER RE PENSION PLAN

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Pension Plan

Dear Nick:

The parties agree to recommend the following increases to the Trustees of the Producer-Writers
Guild of America Pension Plan for the purposes of calculating pension benefits for participants
in that Plan:

(a) Increase the Section 401(a)(17) contribution limit from $170,000 to $205,000 effective
January 1, 2004; and

(b) Increase the Section 415 pension benefit limit from $140,000 to $150,000 effective
January 1, 2004.

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw
ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 547 -
 SIDELETTER TO ARTICLE 17.C.1. AND ARTICLE 14.E.2.

As of November 1, 2004

John McLean
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048-4329

Re: Companies’ Obligations re Copyright Term Extension Law

Dear John:

In consideration of the increases in contributions to the Health Fund negotiated as part of the
2004 WGA MBA, the parties agreed that the first $1,000,000 of such contributions so paid
beginning November 1, 2004 shall be considered a “buy-out” of the Companies’ commitments
with respect to the Copyright Term Extension law and shall be utilized for retiree health benefits.

Sincerely,

J. Nicholas Counter III

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

- 548 -
 SIDELETTER RE CHANGES IN HEALTH FUND BENEFITS

As of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Changes in Health Fund Benefits

Dear Nick:

Reference is made to the procedures mentioned in Article 17.C.1. of the 2004 MBA. The
reported estimate or forecast of reserves described therein shall be based upon the benefits
offered by the Writers Guild – Industry Health Fund in November, 2004 and shall not be affected
by any later decrease or increase in benefits.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 549 -
 SIDELETTER NO. 1 RE ARTICLE 48.B.

As of May 2, 1995

Brian Walton
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Re: New MBA Provision Modifying Article 48.B.; 1995 WGA-AMPTP MBA

Dear Brian:

This will summarize certain understandings regarding the revisions to Article 48.B. of the 1995
WGA-AMPTP MBA.

The new “Affirmations” paragraph in Article 48.B. is a statement of policy and intent. Although
it may be used by the parties to interpret what follows, it does not in and of itself create specific
obligations. Those are in the paragraphs that follow in Article 48.B.

With respect to the obligations under paragraph 2, the CEOs described perceived problems with
applying these provisions to “each participating writer.” They described circumstances in which
they believe it would be impracticable if not impossible to extend an invitation to “each.” The
CEOs would have preferred that the obligation pertain only to “credited” writers, meaning, in
this instance, those writers who would be proposed for credit in the Company’s notice of
tentative writing credits. The CEOs decided not to hold up agreement on this point. The waiver
procedure described in Article 48.B. is available in instances such as these.

Lastly, the CEOs asserted that they cannot ensure that writers see a cut of the picture if they
grant the director final cutting authority. The WGA disagrees and has reserved its position in
regard to such assertion. The CEOs pointed out that the grant of final cutting authority occurs
infrequently since the Company has a strong interest in reserving that authority for itself.
Disputes in individual cases may be referred to the “hot line” procedures and this subject may be
revisited in the Committee on the Professional Status of Writers.

Sincerely,

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the
AMPTP in the negotiation of the 1995 WGA-
AMPTP MBA

- 550 -
AGREED AND ACCEPTED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

/s/ Brian Walton

Brian Walton, WGAw Executive Director

- 551 -
 SIDELETTER NO. 2 RE ARTICLE 48.B.

As of May 2, 1995

J. Nicholas Counter III

President
Alliance of Motion Picture and Television Producers
15503 Ventura Boulevard
Encino, CA 91436

Re: The Writer’s Viewing Period; Article 48.B. -- 1995 AMPTP-WGA MBA

Dear Nick:

The final language of Article 48.B. provides, inter alia, that “each” participating writer has the
right to a Writer’s Viewing Period and that the scheduling of the Writer’s Viewing Period shall
be at the sole discretion of the Company. In a situation in which there are multiple participating
writers, the fact that the right to the Writer’s Viewing Period is individual to each writer does not
preclude the Company from scheduling one screening, so long as in so doing each writer is
“given a reasonable opportunity” to view the cut in a timely manner.

The parties deliberately declined to spell out notice and time requirements and the like for
screenings of the cut. The new provision is to be interpreted so as to give effect to the right
granted in a reasonable and good faith manner consistent with the legitimate and reasonable
needs of the Company. As Article 48.B. acknowledges, processes will differ from film to film.

It is anticipated that in most instances a timely invitation from the Company to a writer to view
the cut at a reasonable time and place will be sufficient to ensure that the writer has been “given
an opportunity to see a cut ...,” but both the writer and the Company are expected to cooperate so
that the writer’s right is fulfilled in a manner consistent with the Company’s legitimate and
reasonable business needs.

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

/s/ Brian Walton

Brian Walton, WGAw Executive Director

- 552 -
AGREED AND ACCEPTED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA-AMPTP MBA

- 553 -
 SIDELETTER TO ARTICLE 48.F.

As of August 8, 1988;
Revised as of May 2, 1995;
Revised as of May 2, 1998;
Revised as of May 2, 2001;
Revised as of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Re: Committee on the Professional Status of Writers

This will acknowledge that among the matters to be reviewed periodically by the Committee on
the Professional Status of Writers are the existing practices of according credit on screen, in
advertising and publicity for theatrical and television motion pictures.

During the term of the Writers Guild Theatrical and Television Basic Agreement - 1992
Extension, the parties discussed the Guild’s belief that there were abuses of the speculative
writing provisions and agreed to revisit issues pertaining to speculative writing in the Committee
on the Professional Status of Writers.

In addition, the Committee on the Professional Status of Writers – Theatrical agrees to discuss
the following issues:

a. The use of possessive credits on screen and in advertising and publicity;

b. The right of a writer to elect to use a pseudonym regardless of the amount of

compensation paid and the time within which a writer must elect to use a
pseudonym;

c. Placement of writer’s credit in advertising;

d. Audio credit to the writer in theatrical trailers and in television and radio
advertising;

e. Comparable treatment of the writer in publicity and promotional matter;

f. Use of writers to perform writing services set forth in Article 1.B.1.a.(2)(a)-(g) for
the duration of principal photography;

- 554 -
 g. Compliance with cover page requirements;

h. Alternative rules for writing credits in advertising; and

i. What the Guild regards as the problem of “free rewrites.”

The Committee on the Professional Status of Writers – Television agrees to discuss the
following issues with regard to long-form television:

a. The use of possessive credits on screen and in advertising and publicity;

b. The right of a writer to elect to use a pseudonym regardless of the amount of

compensation paid and the time within which a writer must elect to use a
pseudonym;

c. Use of writers to perform writing services set forth in Article 1.C.1.a.(2)(a)-(g) for
the duration of principal photography;

d. Compliance with cover page requirements; and

e. What the Guild regards as the problem of “free rewrites.”

The Theatrical and Television Committees will meet to discuss late payments and the Companies
agree to make Business Affairs executives available for such discussions.

Other persons, Companies or institutions may be invited to participate in Committee discussions.

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

John McLean
Executive Director, WGAw

AGREED AND ACCEPTED:

J. Nicholas Counter III, President, AMPTP

On behalf of the Companies represented by the AMPTP
in the negotiation of the 2004 WGA-AMPTP MBA

- 555 -
 SIDELETTER TO ARTICLE 48.F.

As of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

or

American Broadcasting Companies, Inc.

77 West 66th Street
New York, New York 10023

CBS Broadcasting Inc.

51 West 52nd Street
New York, New York 10019

National Broadcasting Company, Inc. and NBC Studios, Inc.

3000 Alameda Avenue
Burbank, California 91523

Re: Committee on the Professional Status of Writers – Television

Ladies and Gentlemen:

During the negotiation of the 2004 MBA, it was agreed that the Committee on the Professional
Status of Writers – Television (“Committee”) would hereafter address matters relating not only
to long-form television, but also to episodic television.

During the term of prior MBAs, members of the WGA, west and East, met with CEOs and high
level executives of the major studios and networks to discuss matters related to the professional
status of writers working in the field of long-form television. It became evident that certain
Companies not present at those meetings of the Committee produce a significant number of
long-form television motion pictures. To address this, it was agreed that CEOs and high level
executives of such Companies will be invited to participate in future meetings of the Committee.

- 556 -
 Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

_____________________________________
John McLean
Executive Director, WGAw

AGREED AND ACCEPTED:

J. Nicholas Counter III

Alliance of Motion Picture & Television Producers, Inc.

American Broadcasting Companies, Inc.

CBS Broadcasting Inc.

National Broadcasting Company, Inc. and NBC Studios, Inc.

- 557 -
 SIDELETTER TO ARTICLE 51

As of March 1, 1985; Revised as of May 2, 1998

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Ladies and Gentlemen:

This letter clarifies the meaning of the terms “Distributor” (of video cassettes and video discs)
and “worldwide wholesale receipts derived by the Distributor” as used in Article 51.3.a.(ii)1 of
the 1985 Writers Guild of America Theatrical and Television Basic Agreement (“1985 MBA”)
when the “Distributor” is the Company or owned by or affiliated with the Company.

Background

Prior MBAs

Article 51 of the 1973, 1977 and 1981 Writers Guild of America Theatrical and Television Basic
Agreements provided that the “gross receipts derived by the distributor of Such Picture (who
may be the Company or a distributor licensed by the Company) from licensing the right to
exhibit Such Picture in Supplemental Markets...” would constitute the Producer’s gross. It
further provided that if the distributor did not itself distribute Such Picture directly in
Supplemental Markets, but employed a “subdistributor” to “distribute Such Picture, then the
‘Producer’s gross’ shall be the worldwide total gross receipts derived by such subdistributor
from licensing the right to exhibit Such Picture in Supplemental Markets.”

1985 Negotiations

During the negotiations for and the drafting of the 1985 MBA, it was agreed that the method of
calculating “Producer’s gross” would be as now set forth in Article 51 of the 1985 MBA. It
provides that twenty percent (20%) of the receipts of the Distributor would constitute the
“Producer’s gross” when the Distributor is owned by or affiliated with the Company.

The Companies’ position was that the sentence dealing with subdistributors (as it relates to video
cassettes) should be deleted in order to conform with said agreement as to “Producer’s gross”
and in any event that sentence is not applicable since the owned or affiliated home video
companies are “Distributors,” not “subdistributors.” The Guild expressed a number of concerns,
including that an unexplained deletion of the subdistributor language, among other things, could
be the basis of an attempt to dilute the receipts used in the calculation of the Producer’s gross by,
among other things, a Company calling an owned or affiliated distribution company a

1
This provision has been redesignated as Article 51.C.1.b. in the 1998 MBA.
- 558 -
subdistributor as opposed to a Distributor, and/or declining to include the receipts of such a
“subdistributor” in the calculations of “Producer’s gross.”

By way of example and illustration, the following clarifications are made to satisfy the concerns
of the Guild and prevent misunderstanding by all signatories to the 1985 MBA as to the receipts
from the sale or license of video cassettes and video discs to be included in “Producer’s gross.”

It is the understanding of the parties signatory to the 1985 MBA that:

1. Paramount Home Video, for example, is the “Distributor” of “Such Pictures” for
Paramount Pictures Corporation, and that CBS-Fox Home Video, for example, is
the “Distributor” of “Such Pictures” for Twentieth Century-Fox. The “Producer’s
gross” is and shall be twenty percent (20%) of one hundred percent (100%) of the
worldwide receipts derived by Distributors such as Paramount Home Video and
CBS-Fox Home Video from the sale or license of videocassettes or videodiscs.

2. Distributors currently utilize and in the future will utilize various methods of
delivering video cassettes and video discs to retail outlets (“such methods”)
including, without limitation, (a) wholesalers (such as Comtron and Ingram) who
act as “middle men” in selling or licensing video cassettes or video discs to retail
outlets, (b) rack jobbers (such as Handleman) who deliver video cassettes or
video discs to retail outlets, (c) direct sales or licenses from the Distributors to
large “chain-retailers” (for example, Tower Records, The Wherehouse or Erols),
(d) direct sales or licenses from the Distributors to specialty “mass
merchandisers” (for example, K Mart), and (e) direct sales or licenses to direct
mail outlets (for example, Columbia House). Twenty percent (20%) of one
hundred percent (100%) of the receipts of the Distributor derived from such
methods constitute the “Producer’s gross.”

3. Should, for example, Paramount Pictures Corporation or the Distributor

Paramount Home Video establish or acquire an affiliated company or companies,
whether a subdivision, subsidiary or otherwise (for example, without limitation,
the establishment of a Paramount Home Video, East and/or a Paramount Home
Video, West to service different geographical areas), which perform some or all
of the functions of a Distributor, then “Producer’s gross” is twenty percent (20%)
of one hundred percent (100%) of the total receipts of Paramount Home Video
and such affiliated company or entity derived from licensing or selling video
cassettes or video discs.

4. Should, for example, Paramount Pictures Corporation or the Distributor

Paramount Home Video either establish or acquire an affiliated company or
companies, whether a subdivision, subsidiary or otherwise, which performs
functions in addition to those of a Distributor (for example, without limitation,
those of a wholesaler, a rack jobber or by other “such methods”) and/or should a
company such as the Distributor Paramount Home Video perform functions in
addition to those of a Distributor (for example, without limitation, those of a
wholesaler, a rack jobber or by other “such methods”) and/or should Paramount

- 559 -
 Pictures Corporation perform some or all of the functions of a Distributor, twenty
percent (20%) of one hundred percent (100%) of the receipts derived from the
Distribution function (as opposed to the non-distribution functions) of all such
entities shall be allocated to and included in the “Producer’s gross.”

5. It is agreed and understood that if the Guild shall in the future contend that any
amount allocated in situations such as those hypothecated in paragraph 4 is not
fair or reasonable, such claim may be determined by submission to
grievance/arbitration in accord with Articles 10, 11 and 12 of the 1985 MBA.
Each Company signatory to the 1985 MBA agrees, for itself, its Distributors and
affiliated companies, that the Guild shall, upon request, have access to the books
and records of the Distributors and other affiliated Companies that are relevant
and necessary to the Guild’s ability to evaluate the merits of such a claim or
potential claim, or to process such a claim in grievance/arbitration proceedings.
This provision for Guild access to books and records does not expand or restrict
the rights or obligations of the Company or the Guild with regards to information
access in any subject area except that covered in this paragraph.

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by the

ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III
President

- 560 -
 SIDELETTER ON LITERARY MATERIAL WRITTEN FOR
PROGRAMS MADE FOR THE INTERNET

As of May 2, 2001
Revised as of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Literary Material Written for Programs Made for the Internet

Dear Nick:

This Sideletter confirms the understanding of the WGA and the Companies (collectively “the
parties”) concerning the application of this Basic Agreement to literary material written for the
Internet or other similar delivery systems (“Internet”). With respect to literary material written
under employment, or optioned or acquired from a professional writer, intended for initial use on
the Internet, the parties agree as follows:

Part A – Letter of Adherence

! Part A of this Sideletter authorizes a letter of adherence for Companies producing audio-
visual entertainment programs made for the Internet of the type that have traditionally
been covered under the WGA Basic Agreement as well as other types of programs made
for the Internet.

! A Company, at its option, may execute this letter of adherence to cover the writing of
literary material for any such program or multiple programs, at the Company’s election,
made for the Internet. The terms of the letter of adherence shall be binding upon the
Guild and the Company, and shall require the Company to make contributions on behalf
of writers employed on such program(s) to the Pension Plan and Health Fund at the rates
set forth in Article 17 of the 2004 WGA Basic Agreement. The provisions of Article 6,
“Guild Shop,” also shall apply. No other terms of the Basic Agreement shall apply to the
employment of such writer, or to the sale or option of such literary material, unless
agreed in writing between the Guild and the writer, on the one hand, and the Company,
on the other hand.

- 561 -
Part B – Motion Pictures Based on Material Written for or Initially Used on the Internet

If a writer is employed by the Company to write for the Internet a presentation of a series or
program primarily intended for television or theatrical exploitation, then, should the Company
exercise its right to produce such pilot, series or theatrical motion picture, the Company shall not
be permitted to contend that the writer of the television pilot, series or theatrical motion picture
is disqualified from having separated rights under Article 16.A. or 16.B. solely because the
presentation has been published or exploited by virtue of its exhibition on the Internet.

Part C – Mutual Reservation of Rights

Nothing contained in this Sideletter shall be deemed a waiver of any party’s legal position with
respect to the application of this or any prior Basic Agreement to material written for the
Internet. The parties reserve all of their legal positions with respect to such material.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 562 -
 SIDELETTER ON EXHIBITION OF MOTION PICTURES TRANSMITTED
VIA THE INTERNET

As of May 2, 2001
Revised as of November 1, 2004

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Re: Exhibition of Motion Pictures Transmitted Via the Internet

Dear Nick:

This Sideletter confirms the understanding of the Guild and the Companies (collectively “the
parties”) concerning the application of the MBA to the exhibition of covered theatrical and
television motion pictures, the principal photography of which commenced on or after July 1,
1971, on or by means of the Internet or other similar delivery systems (“Internet”).1

1. License for Limited Period or Fixed Number of Exhibitions. Where the subscriber
pays for the program either on a subscription or per-picture basis, and where the payment
is in exchange for the right to view the motion picture for a fixed and limited period of
time or a fixed number of exhibitions, the Company shall pay to the credited writer(s) an
aggregate sum equal to one and two-tenths percent (1.2%) of the license fee paid by the
licensee for the right to exhibit such picture on the Internet.2

1
The parties reserve their respective legal rights and positions as to the applicability of
Article 64 to interactive programs transmitted via the Internet.
2
As bargaining history, this language is based upon the following model: studio licenses
to Moviefly the right to transmit the motion picture on the Internet to the viewer who pays
Moviefly on a subscription or per-picture basis. Such payment would enable the viewer to view
the motion picture for a fixed and limited period of time or limited number of exhibitions. For
example, if Columbia Pictures, through Columbia-TriStar Home Entertainment, licenses to
Moviefly the right to exhibit a Columbia Pictures film, the residuals shall be based upon 100%
of the license fee paid by Moviefly to Columbia-TriStar Home Entertainment for such picture.
- 563 -
 When the Company’s receipts from the licensing of such exhibition are received from an
entity which acts as the exhibitor and in which the Company has a financial interest, the
reasonableness of the fee received by the Company from the licensing of such exhibition
shall be determined by the exhibitor’s license fee payments to unrelated entities for
comparable motion pictures.

The parties agree that the residuals due to writers under this paragraph 1 shall be payable
in the same manner and to the same extent as applicable to pay television and pay-per-
view as provided in the following MBA provisions (subject to conforming changes as
necessary):

• Article 51.C.3. (foreign receipts and non-returnable advances);

• Article 51.C.5. (allocation of pro rata shares of residuals among writers);
• Article 51.C.6. (time of payment, payment requirements, reporting, and exclusion
from pension and health requirements);
• Article 51.C.7. (gross participations);
• Article 51.C.8. (transfer and assumption);
• Article 51.C.9. (assumption agreement);
• Article 51.C.10. (continuing obligations); and
• Article 65 (financial responsibility).

2. Other Exhibitions. For all other Internet-transmitted exhibitions (“other exhibitions”),

including a sale of or license of the right to view the motion picture for an unlimited time,
the parties acknowledge that the markets for such other exhibitions are evolving, and that
the basis for payment of residuals shall be determined at a later time. Accordingly, in the
event the AMPTP negotiates a residual formula with either SAG or the DGA with respect
to other exhibitions of covered motion pictures, either: (a) the Guild shall have the right
to elect the entire agreement reached with SAG or DGA with respect to the licensing of
such other exhibitions, and only such entire agreement, but with appropriate equivalent
adjustment for writers for provisions peculiar to actors or directors, as the case may be; or
(b) alternatively, the Guild may reopen this agreement as to such other exhibitions on or
after January 1, 2007.

The parties reserve all of their respective legal positions with respect to such other
exhibitions.

With respect to theatrical and television motion pictures, the Company has agreed to a
separate payment for this use on the Internet because Internet exhibition is at this time
outside the primary market. The Company reserves the right in future negotiations to
contend that the pattern of release has changed so that this use constitutes or is a part of
the primary market of distribution of theatrical or television motion pictures, and that,
therefore, no additional payment pursuant hereto should be made with respect to the
exhibition of theatrical or television motion pictures (including those covered by this
Agreement) on the Internet. The Guild reserves the right in future negotiations to

- 564 -
 contend to the contrary, and further to assert that regardless of whether other exhibitions
are or have become part of the primary market, payment provisions for writers of motion
pictures so exhibited should be improved.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by

the ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 565 -
 SIDELETTER RE INDUSTRY-WIDE DISCUSSIONS OF EXHIBITIONS OF
MOTION PICTURES TRANSMITTED VIA THE INTERNET

As of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Re: Exhibition of Motion Pictures Transmitted Via the Internet

Ladies and Gentlemen:

During the negotiation of the 2004 MBA, the WGA and the Companies discussed their
respective positions as to the applicability of the MBA to the sale or license of the right to view a
theatrical or television motion picture for an unlimited time by means of the Internet or other
similar delivery systems (“Internet”). While each party reserved its respective position, it
became clear at the conclusion of negotiations that the parties to this MBA, as well as the
industry, would benefit from discussion of these issues on an industry-wide basis.

The WGA and the Companies agree to the establishment of a Committee Regarding Exhibition
Via the Internet. The Company participants on the Committee shall include Senior Executives.
The WGA and Companies commit to convene the Committee no later than October 1, 2005 and,
thereafter, once per year.

The Companies will join with us to invite other interested Guilds and Unions to participate fully
in these discussions.

Sincerely,

Daniel Petrie, Jr. Warren Leight,

President, WGA west President, WGA East

- 566 -
ACCEPTED AND AGREED:

Alliance of Motion Picture & Television American Broadcasting Companies, Inc.

Producers, Inc.

CBS Broadcasting Inc. National Broadcasting Company, Inc. and

NBC Studios, Inc.

- 567 -
 ARTICLE 64 SIDELETTER REGARDING CREDITS

As of March 28, 1995

J. Nicholas Counter III, President

AMPTP
15503 Ventura Blvd.
Encino, CA 91436

Re: Article 64 -- Applicable Credits Provisions of the MBA

Dear Mr. Counter:

The following credit requirements shall apply when motion pictures and/or literary material as
described in Article 64 are reused in interactive programs:

(1) If the reuse is of the whole or a substantial part of a theatrical or television motion
picture which can be viewed in a linear fashion and is governed by Article 64.B.1.
or 64.D.1., all writing credits1 of the motion picture as they appeared on the
screen shall appear in the interactive program. If such reuse is of a television
motion picture on which a “Created by” credit was required pursuant to the terms
of this or any prior MBA, then the “Created by” credit, as it appeared on the
screen, also shall appear in the interactive program. If such reuse is of a
television motion picture on which a “Developed by” credit was given pursuant to
the terms of this or any prior MBA, then the Company shall obligate the licensee
(which may include the Company) to accord “Developed by” credit, as it appeared
on the screen or in the form “Developed for Television by” in the interactive
program.

(2) If the interactive program includes publication of the script of a theatrical or

television motion picture, in whole or in substantial part, or a novelization of any
such script, and such reuse is governed by Article 64.C. [literary material],
64.D.1. [combination of motion picture and literary material] or 64.D.2.
[combination of excerpts and literary material], all writing credits of such
theatrical or television motion picture as they appeared on the screen shall appear
in the interactive program. If such publication is of a teleplay on which a
“Created by” credit was required pursuant to the terms of this or any prior MBA,
then the writer entitled to such credit shall be given appropriate source material

1
The WGA reserves its position that the television credits, “Created by,” “Developed by”
and “Developed for Television by” are “writing credits,” as that term is used in the MBA. The
Companies reserve their position to the contrary.
- 568 -
 credit in interactive program publications arising out of the series. With respect
to any novelization based on the screenplay or teleplay, the credits shall indicate
that such novelization is based on such screenplay or teleplay. Such writing
credit shall appear on the “title page,” or on the equivalent thereof, in the same
size and style of type used for the writer of the novelization. If the name of the
writer of the novelization appears on the “cover,” or on the equivalent thereof, the
“Screenplay by” or “Teleplay by” or “Written by” credit shall also appear on the
“cover,” or on the equivalent thereof, in the same size and style of type as the
writer of the novelization; provided, however, that the writing credit need not so
appear if the writer of the screenplay or teleplay is the writer of the novelization.
The contract with the publisher shall provide that this provision is for the express
benefit of the writer and the Guild, and that the publisher will comply with such
requirements. However, the failure of a publisher to comply with any of such
requirements shall not constitute a breach by the Company.

No casual or inadvertent breach of any of the foregoing in this paragraph (2) shall
be deemed to constitute a default or a breach by the Company of this Basic
Agreement.

(3) If the reuse is governed by Article 64.B.2. [excerpts], 64.C. [literary material],
64.D.1. [combination of motion picture and literary material] (and the reuse is not
included in paragraphs (1) or (2) above), or 64.D.2. [combination of excerpts and
literary material], (and the reuse does not include publication of the script or
novelization), then the WGA reserves its position that the credits provisions of the
MBA would apply and the AMPTP-represented Companies reserve their position
to the contrary.

(4) If the reuse is of the whole or a substantial part of a theatrical or television motion
picture which can be viewed in a linear fashion and is governed by Article 64.B.1.
or 64.D.1., then the WGA reserves its position that the provisions of the MBA
governing credits in advertising and publicity also would apply and the AMPTP-
represented Companies reserve their position to the contrary.

(5) With respect to the instances described above in paragraph (3) only, the WGA
and the AMPTP-represented Companies agree that the issues of whether or not
writing credits provisions of the MBA should apply and, if so, in what form and
manner the writing credits should be accorded, shall be referred to the Interactive
Media Committee. Disputes as to whether credits are required to be accorded in
the instances described in paragraph (4) above shall be subject to the Hot Line
procedure under Article 48.E., except that if they are not resolved within the time
specified, they shall be referred to the Interactive Media Committee, rather than to
grievance/arbitration, for resolution. Only disputes under paragraphs (1) and (2)
above shall be subject to grievance and/or arbitration under Articles 10, 11 and
12.

(6) Favored nations. If AMPTP-represented Companies reach an agreement with

any guild, craft, union or labor organization which includes mandatory credit(s) to

- 569 -
 be accorded on interactive programs, the AMPTP will notify the WGA of such
agreement(s) within five (5) business days and afford the WGA an opportunity to
accept the same provision(s) applicable to writer’s credits for the reuse of motion
pictures and/or literary material governed by Article 64.

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director, WGAw

ACCEPTED AND AGREED:

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA - AMPTP MBA

- 570 -
SIDELETTER REGARDING INTEREST ON DELINQUENT RESIDUALS PAYMENTS

As of May 2, 2001

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers, Inc.
15503 Ventura Boulevard
Encino, California 91436

Dear Nick:

The Guild and the Companies agree that the residuals provisions of this Basic Agreement shall
be modified as expressly set forth herein only with respect to the Companies which satisfy the
requirements for “Qualified Distributor/Buyer status” or “Qualified Residual Payor status” under
this Basic Agreement. If any such Company shall fail to make any residuals payment due under
the terms of this Basic Agreement when and as the same becomes due and payable, it shall bear
interest at the rate of one percent (1%) per month on the unpaid balance commencing to accrue
from the date of delinquency.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by the

ALLIANCE OF MOTION PICTURE &
TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III
President

- 571 -
 QUALIFIED DISTRIBUTOR/BUYER
LETTER OF AGREEMENT (THEATRICAL)

As of November 1, 2004

Dear :

Reference is made to the provisions of Article 65.A. of the 2004 Writers Guild of America
Theatrical and Television Basic Agreement (“the 2004 MBA” or “the Basic Agreement”).

The Writers Guild of America, west, Inc., on behalf of itself and its affiliate, Writers Guild of
America, East, Inc. (“WGA”) hereby agrees that the undersigned Company satisfies the
requirements for Qualified Distributor/Buyer status, subject to the following conditions:

1. With respect to each theatrical motion picture produced by the Company, the principal
photography of which commences on or after November 1, 2004, which is based on
literary material covered under the 2004 MBA (“WGA Picture”) for which the
undersigned Company, or any of the additional companies identified below, has
distribution rights, the undersigned Company agrees to be bound by, perform, or
guarantee the performance of, all the obligations to be performed by a Distributor/Buyer
pursuant to the Distributor’s or Buyer’s Assumption Agreement, copies of which are
attached hereto, and shall adhere or guarantee adherence to all other provisions in Article
65.A. of the Basic Agreement including, without limitation, the arbitration provisions.

2. The undersigned Company shall, promptly after acquisition, notify the Guild in writing
of the territories, media and term of distribution rights in any WGA Picture which the
undersigned Company, or any of the companies identified below, hereafter acquires.

3. As to each WGA Picture, the undersigned Company shall be afforded all of the rights,
and assume all of the obligations, of a Qualified Distributor/Buyer under the Basic
Agreement.

4. With respect to any WGA Picture for which the undersigned Company is acting as a
guarantor, it agrees to execute and deliver, in a form acceptable to the Guild (which shall
include the Standard Letter of Guaranty), an unconditional guarantee of payment of all
Residuals and any obligations related to the reporting or payment of Residuals under the
Basic Agreement.

5. With respect to any WGA Picture for which the undersigned Company has agreed to
guarantee the payment of Residuals and performance of all other obligations of a
Qualified Distributor/Buyer, the undersigned Company also agrees that the Guild may
arbitrate against it disputes under this Letter of Agreement or under the Basic Agreement
which relate to the performance of the obligations guaranteed pursuant to this Letter of
Agreement to the same extent as it would be able to arbitrate such disputes against the
Distributor/Buyer of a WGA Picture. The Guild may initiate an arbitration against the
undersigned Company in the event of a default by the signatory Company or other

- 572 -
 obligor without being required to arbitrate against Company or other obligor. Any
arbitration shall be pursuant to the arbitration provisions of the Basic Agreement.
Nothing herein shall be deemed to waive any rights and remedies that the Guild may
have against the Company when the undersigned Company is acting as guarantor.
Notwithstanding the above, the Guild agrees not to initiate any claim or demand for
arbitration against the Qualified Distributor/Buyer as guarantor unless and until it has
first made a written demand on the Company and such demand remains unsatisfied for a
period of not less than thirty (30) days.

6. THIS QUALIFIED DISTRIBUTOR’S/BUYER’S LETTER OF AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA AND THE UNITED STATES, AS THE SAME
WOULD BE APPLIED BY A FEDERAL COURT IN CALIFORNIA WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. The Guild and the Company
agree that any arbitration or legal action or proceeding brought to interpret or enforce the
provisions of this Letter of Agreement shall be held or brought in Los Angeles County,
California, and Company irrevocably submits to the jurisdiction of the federal and state
courts therein. Notwithstanding the foregoing, the Guild, at its option, may bring a legal
action or proceeding outside California under the following circumstances: (a) if the
Company has no principal place of business in California; or (b) whether or not the
Company has a principal place of business in California, to enforce or execute upon an
arbitration award or court order or judgment, in any jurisdiction in which the Company’s
assets are located (and the Company irrevocably submits to the jurisdiction of the courts
of such places for purposes of such execution or enforcement). The Company consents
to service of process by personal delivery or by certified or registered mail, return receipt
requested, to the Company’s general counsel or the Company’s representative identified
below or by first class mail to the Company when the Company has not designated a
representative or a general counsel, or by any other method permitted by law.

7. The undersigned Company acknowledges and agrees that the Guild may revoke its
Qualified Distributor/Buyer status pursuant to the provisions of the Basic Agreement.
Likewise, the Guild agrees that the undersigned Company may, after an initial term of
not less than two (2) years, rescind its Qualified Distributor/Buyer status upon ninety
(90) days notice to the Guild. Any WGA Picture for which the Qualified
Distributor/Buyer holds distribution rights which has commenced principal photography
prior to the expiration of such ninety (90) day notice period shall be subject to the
provisions of this Letter of Agreement.

8. In the event of revocation by either the Guild or the Qualified Distributor/Buyer, the
undersigned Company agrees that it shall continue to be bound to the obligations of this
Letter of Agreement with respect to all WGA Pictures distributed or guaranteed by the
Qualified Distributor/Buyer prior to revocation.

9. This Letter of Agreement may not be modified or amended, nor may any rights hereunder
be waived, except in a writing signed by the party against whom enforcement of the
modifications, amendment or waiver is sought.

- 573 -
10. This Letter of Agreement does not create, and shall not be construed as creating, any
rights enforceable by the signatory Company for any WGA Picture or by any other
person not a party to this Agreement.

11. If any provision of this Letter of Agreement is held by a court of competent jurisdiction
to be invalid, illegal or unenforceable, the remaining provisions of this Letter of
Agreement shall nevertheless remain in full force and effect.

12. This Letter of Agreement may be executed in multiple counterparts, copies of which shall
be deemed an original and all of which taken together shall constitute one and the same
instrument.

13. The additional company(ies) referred to in Paragraph 1 of this Letter of Agreement is

(are):

By:
(COMPANY)

REPRESENTATIVE OR GENERAL COUNSEL

ACCEPTED AND AGREED:

By:
WRITERS GUILD OF AMERICA, WEST, INC.,
on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

- 574 -
 STANDARD LETTER OF GUARANTY (THEATRICAL)

Date:

Re: (Identify Picture and Company)

Dear :

1. This is to confirm that

(“Guarantor”), a Qualified Distributor/Buyer which is a signatory to the Qualified
Distributor/Buyer Letter of Agreement with the Writers Guild of America, west, Inc., and
its affiliate, Writers Guild of America, East, Inc., (“WGA”), hereby unconditionally
guarantees the performance of all of the Company’s obligations to pay additional
compensation (“Residuals”) as required under the 2004 Writers Guild of America
Theatrical and Television Basic Agreement (“Basic Agreement”) and the Qualified
Distributor/Buyer Letter of Agreement (incorporated herein by this reference) which
become payable under WGA’s jurisdiction with respect to the motion picture entitled
“ ” (“Such Picture”), as a result of the
distribution, exhibition or exploitation of Such Picture in [describe media,
territories and term].

2. The undersigned further agrees to comply with all record-keeping and reporting
obligations under the Basic Agreement with respect to the exhibition, distribution or
exploitation of Such Picture, and the Guild shall have the right at reasonable times and
upon reasonable notice to examine the books and records of Guarantor pertaining to such
exhibition, distribution or exploitation as they relate to the payment of Residuals
hereunder.

3. By executing this Guaranty, Guarantor acknowledges and agrees that it is guaranteeing

the performance of all of the obligations required of a distributor by the Distributor’s
Assumption Agreement in the Basic Agreement with respect to the distribution,
exhibition or exploitation of Such Picture in the media, territories and for the term
referred to in Paragraph 1. above.

4. It is expressly understood that the right of Guarantor or Company to distribute, exhibit or

exploit Such Picture in the media, territories and for the term described in Paragraph 1.
above shall be subject to and conditioned upon the prompt payment of Residuals due
therefor, in accordance with the Basic Agreement. Guarantor further agrees that the
Guild shall be entitled to injunctive relief against Guarantor and/or Company in the event
that such payments are not made.

5. Nothing herein is intended, nor shall it be construed, to impose any greater obligations on
the Guarantor than would apply to a Qualified Distributor/Buyer under the Qualified
Distributor/Buyer Letter of Agreement. By the same token, Guarantor shall be entitled to
all of the rights and benefits accorded to a Qualified Distributor/Buyer.

- 575 -
6. This Guaranty is a continuing guaranty binding upon the Guarantor and its successors
and assigns, and inuring to the benefit of, and enforceable by, the Guild and its
successors and assigns. The obligations of Guarantor hereunder shall not be discharged,
affected, impaired or released by any insolvency, bankruptcy, reorganization, merger,
affiliation, liquidation, dissolution or similar proceeding.

7. Any demands against Guarantor for a default by the Company shall be governed by
Paragraphs 5. and 6. of the Qualified Distributor/Buyer Letter of Agreement. Any
written notices concerning the non-payment or other non-satisfaction of any obligation in
connection with payment of Residuals under the Basic Agreement or Distributor’s
Assumption Agreement sent by the Guild to Company with respect to Such Picture shall
also be delivered to Guarantor in the manner set forth in Paragraph 8. below.

8. All notices, requests, demands or other communications required or permitted pursuant to

this Guaranty shall be in writing and must be (a) given by personal delivery, or (b) sent
by registered mail, postage prepaid, return receipt requested, or (c) sent by telecopy with
a copy by mail, addressed to the party to receive the Notice at the following address or to
such other address as a party hereto may hereafter specify pursuant to this paragraph.
Notice will be deemed to have been duly given or made (a) immediately upon personal
delivery, or (b) five (5) days from the date of mailing if mailed within the United States
of America or seven (7) days from the date of mailing if mailed across national borders.

Notice shall be sent as follows:

To Guarantor:
Address:

Attention:
Fax:

With courtesy
copy to:
Address:
Attention:
Fax:

To WGA: 7000 West 3rd Street

Los Angeles, CA 90048-4329
Attention: Valerie Kordisch, or current Signatories Administrator
Fax: (323) 782-4807

By:
Authorized Officer

(Please type in name)

- 576 -
 QUALIFIED RESIDUAL PAYOR LETTER OF AGREEMENT (TELEVISION)

As of November 1, 2004

Dear :

Reference is made to the provisions of Article 65.B. of the 2004 Writers Guild of America
Theatrical and Television Basic Agreement (“Basic Agreement”).

The Writers Guild of America (“the WGA” or “the Guild”) hereby agrees that the undersigned
Company satisfies the requirements for Qualified Residual Payor status with respect to each
television motion picture based upon literary material covered by the Basic Agreement and for
which the undersigned Company, or any of the additional companies identified below, has
distribution rights and has agreed to be bound by, perform, or guarantee the performance of, all
the obligations to be performed by a Distributor/Buyer pursuant to the Distributor’s or Buyer’s
Assumption Agreement, copies of which are attached hereto, and to adhere or guarantee
adherence to all other provisions in Article 65.B. of the Basic Agreement including, without
limitation, the arbitration provisions (“Such Picture”), subject to the following conditions:

1. The undersigned Company shall, promptly after acquisition, notify the Guild in
writing of the territories, media and term of distribution rights in Such Picture
which the undersigned Company, or any of the companies identified below,
hereafter acquires.

2. As to Such Picture, the undersigned Company shall be afforded all of the rights,
and assume all of the obligations, of a Qualified Residual Payor under the Basic
Agreement.

3. With respect to any Such Picture for which the undersigned Company is acting as
a guarantor, it agrees to execute and deliver, in a form acceptable to the Guild
(which may include the Standard Letter of Guaranty), an unconditional guarantee
of payment of all Residuals and any obligations related to the reporting or
payment of Residuals under the Basic Agreement.

4. With respect to any Such Picture for which the undersigned Company has agreed
to guarantee the payment of Residuals and performance of all other obligations of
a Qualified Residual Payor, the undersigned Company also agrees that the Guild
may arbitrate against it disputes under this Letter of Agreement or under the Basic
Agreement which relate to the performance of the obligations guaranteed
pursuant to this Letter of Agreement to the same extent as it would be able to
arbitrate such disputes against the Distributor/Buyer of Such Picture. The Guild
may initiate an arbitration against the undersigned Company in the event of a
default by the signatory Company or other obligor without being required to
arbitrate against Company or other obligor. Any arbitration shall be pursuant to
the arbitration provisions of the Basic Agreement. Nothing herein shall be
deemed to waive any rights and remedies that the Guild may have against the
Company when the undersigned Company is acting as guarantor.

- 577 -
 Notwithstanding the above, the Guild agrees not to initiate any claim or demand
for arbitration against the Qualified Residual Payor as guarantor unless and until
it has first made a written demand on the Company and such demand remains
unsatisfied for a period of not less than thirty (30) days.

5. THIS QUALIFIED RESIDUAL PAYOR’S LETTER OF AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES, AS
THE SAME WOULD BE APPLIED BY A FEDERAL COURT IN
CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. The Guild and the Company agree that any arbitration or legal action or
proceeding brought to interpret or enforce the provisions of this Letter of
Agreement shall be held or brought in Los Angeles County, California, and
Company irrevocably submits to the jurisdiction of the federal and state courts
therein. Notwithstanding the foregoing, the Guild, at its option, may bring a legal
action or proceeding outside California under the following circumstances: (a) if
the Company has no principal place of business in California; or (b) whether or
not the Company has a principal place of business in California, to enforce or
execute upon an arbitration award or court order or judgment, in any jurisdiction
in which the Company’s assets are located (and the Company irrevocably submits
to the jurisdiction of the courts of such places for purposes of such execution or
enforcement). The Company consents to service of process by personal delivery
or by certified or registered mail, return receipt requested, to the Company’s
general counsel or the Company’s representative identified below or by first class
mail to the Company when the Company has not designated a representative or a
general counsel, or by any other method permitted by law.

6. The undersigned Company acknowledges and agrees that the Guild may revoke
its Qualified Residual Payor status pursuant to the provisions of the Basic
Agreement. Likewise, the Guild agrees that the undersigned Company may, after
an initial term of not less than two (2) years, rescind its Qualified Residual Payor
status upon ninety (90) days notice to the Guild. Any Such Picture for which the
Qualified Residual Payor holds distribution rights which has commenced
principal photography prior to the expiration of such ninety (90) day notice period
shall be subject to the provisions of this Letter of Agreement.

7. In the event of revocation by either the Guild or the Qualified Residual Payor, the
undersigned Company agrees that it shall continue to be bound to the obligations
of this Letter of Agreement with respect to all Such Pictures distributed by the
Qualified Residual Payor prior to revocation.

8. This Letter of Agreement may not be modified or amended, nor may any rights
hereunder be waived, except in a writing signed by the party against whom
enforcement of the modifications, amendment or waiver is sought.

- 578 -
 9. This Letter of Agreement does not create, and shall not be construed as creating,
any rights enforceable by the signatory Company for any Such Picture or by any
other person not a party to this Agreement.

10. If any provision of this Letter of Agreement is held by a court of competent

jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of
this Letter of Agreement shall nevertheless remain in full force and effect.

11. This Letter of Agreement may be executed in multiple counterparts, copies of

which shall be deemed an original and all of which taken together shall constitute
one and the same instrument.

12. The additional company(ies) referred to in the introductory paragraph of this

Letter of Agreement is (are):

By:
(COMPANY)

REPRESENTATIVE OR GENERAL COUNSEL

ACCEPTED AND AGREED:

By:
WRITERS GUILD OF AMERICA, WEST, INC.,
on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

- 579 -
 STANDARD LETTER OF GUARANTY (TELEVISION)

Date:

Re: (Identify Picture and Company)

Dear :

1. This is to confirm that

(“Guarantor”), a Qualified Residual Payor which is a signatory to the Qualified Residual
Payor Letter of Agreement with the Writers Guild of America, west, Inc., and its affiliate,
Writers Guild of America, East, Inc., (“WGA”), hereby unconditionally guarantees the
performance of all of the Company’s obligations to pay additional compensation
(“Residuals”) as required under the 2004 Writers Guild of America Theatrical and
Television Basic Agreement (“Basic Agreement”) and the Qualified Residual Payor
Letter of Agreement (incorporated herein by this reference) which becomes payable
under WGA’s jurisdiction with respect to the motion picture entitled “
” (“Such Picture”), as a result of the
distribution, exhibition or exploitation of Such Picture in [describe media, territories and
term]

2. The undersigned further agrees to comply with all record-keeping and reporting
obligations under the Basic Agreement with respect to the exhibition, distribution or
exploitation of Such Picture, and the Guild shall have the right at reasonable times and
upon reasonable notice to examine the books and records of Guarantor pertaining to such
exhibition, distribution or exploitation as they relate to the payment of Residuals
hereunder.

3. By executing this Guaranty, Guarantor acknowledges and agrees that it is guaranteeing

the performance of all of the obligations required of a distributor by the Distributor’s
Assumption Agreement in the Basic Agreement with respect to the distribution,
exhibition or exploitation of Such Picture in the media, territories and for the term
referred to in Paragraph 1. above.

4. It is expressly understood that the right of Guarantor or Company to distribute, exhibit or

exploit Such Picture in the media, territories and for the term described in Paragraph 1.
above shall be subject to and conditioned upon the prompt payment of Residuals due
therefor, in accordance with the Basic Agreement. Guarantor further agrees that the
Guild shall be entitled to injunctive relief against Guarantor and/or Company in the event
that such payments are not made.

5. Nothing herein is intended, nor shall it be construed, to impose any greater obligations on
the Guarantor than would apply to a Qualified Residual Payor under the Qualified

- 580 -
 Residual Payor Letter of Agreement. By the same token, Guarantor shall be entitled to
all of the rights and benefits accorded to a Qualified Residual Payor.

6. This Guaranty is a continuing guaranty binding upon the Guarantor and its successors
and assigns, and inuring to the benefit of, and enforceable by, the Guild and its
successors and assigns. The obligations of Guarantor hereunder shall not be discharged,
affected, impaired or released by any insolvency, bankruptcy, reorganization, merger,
affiliation, liquidation, dissolution or similar proceeding.

7. Any demands against Guarantor for a default by the Company shall be governed by
Paragraphs 4. and 5. of the Qualified Residual Payor Letter of Agreement. Any written
notices concerning the non-payment or other non-satisfaction of any obligation in
connection with payment of Residuals under the Basic Agreement or Distributor’s
Assumption Agreement sent by the Guild to Company with respect to the Picture shall
also be delivered to Guarantor in the manner set forth in Paragraph 8. below.

8. All notices, requests, demands or other communications required or permitted pursuant to

this Guaranty shall be in writing and must be (a) given by personal delivery, or (b) sent
by registered mail, postage prepaid, return receipt requested, or (c) sent by telecopy with
a copy by mail, addressed to the party to receive the Notice at the following address or to
such other address as a party hereto may hereafter specify pursuant to this paragraph.
Notice will be deemed to have been duly given or made (a) immediately upon personal
delivery, or (b) five (5) days from the date of mailing if mailed within the United States
of America or seven (7) days from the date of mailing if mailed across national borders.
Notice shall be sent as follows:

To Guarantor:

Address:

Attention:

Fax:

With courtesy
copy to:

Address:

Attention:

Fax:

- 581 -
To WGA: 7000 West 3rd Street
Los Angeles, CA 90048-4329
Attention: Valerie Kordisch, or current Signatories Administrator
Fax: (323) 782-4807

By:
Authorized Officer

(Please type in name)

- 582 -
 SIDELETTER ON NEW TECHNOLOGIES
COOPERATIVE EDUCATION PROGRAM

As of March 28, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: New Technologies Cooperative Education Program

Ladies and Gentlemen:

This will affirm the following agreement reached between the Guild and the Companies in the
negotiation of the 1995 WGA - AMPTP MBA:

1. The Guild and the Companies will establish, pursuant to Section 6(b) of
the Labor Management Cooperation Act, 29 U.S.C. 175a, a labor-
management cooperation committee known as the “New Technologies
Cooperative Education Program” (the “Program”) to support the education
of writers in the creation of specialized material for the new media
technologies. The purpose of the Program is to increase employment
opportunities for writers in the new media technologies, and as a result, to
improve their job security and enhance economic development in this
growing field. Program activities will focus on both the technical and
creative demands of various interactive multimedia platforms.

2. Through the auspices of the AMPTP, the Companies shall contribute an

aggregate sum of fifty thousand dollars ($50,000.00) to a Guild-
administered fund (“the Fund”), which shall make expenditures for the
purposes of the Program. The Companies’ contribution shall be paid into
the Fund by June 1, 1995.

3. The Fund shall be used to reimburse fees and expenses only upon receipt
of proper documentation showing that the fees or expenses have been
incurred by the Program for the purposes described in this Sideletter.

4. The parties have agreed that the Program shall be structured so as not to
be subject to the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”). It is understood that the statement of purpose and
content of the Program shall be modified as necessary to accomplish that
result.

- 583 -
 Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Exec. Director, WGAw

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA - AMPTP MBA

- 584 -
 SIDELETTER ON INFORMATIONAL PROGRAMS

As of August 8, 1988;
Revised as of May 2, 1992;
Revised as of May 2, 1995;
Revised as of May 2, 1998;
Revised as of May 2, 2001;
Revised as of November 1, 2004

Alliance of Motion Picture & Television Producers, Inc.

15503 Ventura Boulevard
Encino, California 91436

Re: Informational Programs

Ladies and Gentlemen:

As a result of the 1988 negotiations between the Writers Guild of America and the Companies
represented by the AMPTP, it was agreed that this sideletter would be added to the MBA, to
serve as a letter of adherence for Companies in the business of producing and selling
informational programs. For purposes of this sideletter, informational programs include, but are
not limited to, training, industrial, motivational, public relations, educational and instructional
programs, but exclude educational and instructional programs covered by Appendix B of the
MBA and promotional programs and sales presentations.

Any Company may elect to execute this letter of adherence to cover the making of any
individual informational program. The terms of this letter shall be binding upon the Company
for that project only and shall require the Company to make contributions on behalf of writers
employed on such informational program to the Pension Plan and the Health Fund at the rates set
forth in Article 17 of the 2004 WGA-AMPTP Basic Agreement. No other terms of the 2004
WGA-AMPTP Basic Agreement shall apply to the employment of such writer.

- 585 -
 Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw

ACCEPTED AND AGREED:

The respective signatory companies represented by the

ALLIANCE OF MOTION PICTURE & TELEVISION PRODUCERS, INC.

By:
J. Nicholas Counter III, President
Alliance of Motion Picture & Television Producers, Inc.

- 586 -
 SIDELETTER RE METHODS OF ENCOURAGING ORIGINAL WRITER’S
CONTINUED PERFORMANCE OF WRITING SERVICES - TELEVISION

As of March 28, 1995

Brian Walton
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Re: Methods of Encouraging Original Writer’s Continued Performance of

Writing Services - Television

Dear Brian:

During the negotiations leading to the 1995 WGA-AMPTP MBA, the Guild sought a provision
which would contractually obligate a Company which contemplates replacing the writer of an
original teleplay ninety (90) minutes or longer, so that a creative executive or producer who has
read the material and who has decision-making authority on behalf of the Company shall discuss
the Company’s view and give the writer a reasonable opportunity to discuss continuing to
perform services on the project.

It is agreed that the Committee on the Professional Status of Writers will seek mutually
acceptable provisions in this area.

Sincerely,

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA-AMPTP MBA

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

/s/ Brian Walton

Brian Walton, Executive Director

- 587 -
 As of March 28, 1995

AMENDMENT AGREEMENT REGARDING RELEASE

OF ROYALTY PLAN PROGRAMS TO BASIC CABLE

This Amendment Agreement is entered into by and between the Writers Guild of America, west,
Inc., on behalf of itself and Writers Guild of America, East, Inc. (“the WGA”), on the one hand,
and the Alliance of Motion Picture & Television Producers (“the AMPTP”), on behalf of the
Companies it represented in the negotiation of the Writers Guild of America Theatrical and
Television Basic Agreement of 1985 (“the 1985 MBA”), the Writers Guild of America
Theatrical and Television Basic Agreement of 1988 (“the 1988 MBA”), the 1992 WGA
Extension Agreement (“the 1992 Extension Agreement”) and those it represents in the
negotiation of the Writers Guild of America Theatrical and Television Basic Agreement of 1995
(“the 1995 WGA-AMPTP MBA”) (collectively referred to as “the MBAs”), on the other hand.

This Amendment Agreement shall be effective on the date of ratification by the WGA
membership of the 1995 WGA-AMPTP MBA and shall be incorporated in such Agreement.

This Amendment Agreement relates to the release of television programs made under the WGA
Royalty Plan, which appeared as Exhibit A-1 to the 1960 Writers Guild of America Television
Film Basic Agreement.

This Agreement amends the WGA Royalty Plan and the MBAs to provide that residual
payments for the release of Royalty Plan programs to basic cable, which are due on or after
October 1, 1994, shall be made to the credited writers thereof in accordance with the provisions
of Article 58 of the applicable MBA. It is agreed that the MBA in effect at the time of the first
release of a Royalty Plan program to basic cable after March 1, 1985 shall be the “applicable
MBA” for purposes of such payments.

The parties further agree that when Royalty Plan programs are released to either domestic or
foreign basic cable, the Company’s accountable receipts therefrom are fully reportable and
residuals are payable in perpetuity at the rate set forth in Article 58 of the applicable MBA.

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director, WGA, west

- 588 -
ALLIANCE OF MOTION PICTURE & TELEVISION PRODUCERS, INC.

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III,
On behalf of the Companies represented by the AMPTP in negotiations for
the 1985 MBA, 1988 MBA, 1992 Extension Agreement and 1995 WGA-AMPTP MBA

- 589 -
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
INTERACTIVE LOCATION-BASED ENTERTAINMENT

As of May 2, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Interactive, Location-Based Entertainment

Ladies and Gentlemen:

During the negotiation of the 1995 WGA-AMPTP MBA, the parties discussed whether or not the
provisions of that Agreement covering reuse of covered motion pictures and/or literary material
in interactive programs have application to interactive location-based entertainment other than
arcade games. We have agreed that promptly following ratification of the 1995 WGA-AMPTP
MBA, the appropriate Companies will meet with the Guild to discuss these issues. Subject to
reaching agreement, the Guild and the Companies expressly reserve their respective positions as
to the obligations, if any, under any MBA, with respect to such reuse.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Exec. Director, WGAw

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented
by the AMPTP in the negotiation of the
1995 WGA - AMPTP MBA
 UNPUBLISHED SIDELETTER RE RENEWAL OF GROSS RECEIPTS
RESIDUALS PAYMENTS MONITORING FUND

As of May 1, 1992;
Revised as of May 2, 1995;
Revised as of May 2, 1998;
Revised as of July 1, 2001;
Revised as of November 1, 2004

Peter Frank
Interim National Executive Director
Screen Actors Guild
5757 Wilshire Boulevard
Los Angeles, California 90036

John McLean
Executive Director
Writers Guild of America, west, Inc.
7000 West Third Street
Los Angeles, California 90048

Jay Roth
National Executive Director
Directors Guild of America, Inc.
7920 Sunset Boulevard
Los Angeles, California 90046

Re: Gross Receipts Residuals Payments Monitoring Fund

Gentlemen:

In 1990, the Companies established, through the auspices of the AMPTP, a Gross Receipts
Residuals Payments Monitoring Fund (“the Fund”). The Directors Guild of America (“the
DGA”), the Screen Actors Guild (“SAG”) and the Writers Guild of America, west, Inc., on
behalf of itself and the Writers Guild of America, East, Inc., (“the WGA”) agreed to participate
in the Fund. The Fund is used for the purpose of reimbursing independent professional
accounting fees incurred by the DGA, SAG and the WGA in monitoring compliance with those
residual payment requirements contained in the Directors Guild of America Basic Agreement,
the Directors Guild of America Freelance Live and Tape Television Agreement, the Producer-
Screen Actors Guild Codified Basic Agreement, the Screen Actors Guild Television Agreement
Frank, McLean, Roth
As of November 1, 2004
Page 2

and the Writers Guild of America Theatrical and Television Basic Agreement which are based in
whole or in part on a gross receipts formula.

This letter confirms our agreement to continue the Fund in operation until June 30, 2007, and
each Guild’s assent to participating therein, on a basis comparable to that on which the Fund was
originally established, as is more particularly set forth below:

(1) The Companies shall contribute an aggregate sum of $861,000 to the Fund during
the term of this Agreement, in three equal installments of $287,000 each, to be
paid as soon as practicable after July 1, 2004, July 1, 2005 and July 1, 2006,
respectively.

(2) In consideration of the continued operation of the Fund, and by virtue of its
agreement to participate in the Fund, each Guild hereby commits to pay into a
separate Fund, dedicated to the purpose of paying independent professional
accounting fees incurred in monitoring compliance with the aforementioned
residual payment requirements, not less than $37,000 per year during the term of
this Agreement.

(3) Each Guild’s participation in the Fund shall be considered a settlement of its
potential claims for royalty distributions from the Copyright Royalty Tribunal as
to motion pictures produced through the expiration date of the successor
agreement to the collective bargaining agreement(s) between such Guild and the
AMPTP in effect on July 1, 2005.1 Such settlement shall, however, be subject to
the provisions of Article 21 of the DGA Basic Agreement in the case of the DGA;
to the provisions of Section 5.3 of the SAG Codified Basic Agreement in the case
of SAG and to Article 59 of the WGA Theatrical and Television Basic Agreement
in the case of the WGA.

(4) The participating Guilds shall jointly determine how the compliance monitoring
function shall be performed. However, such monitoring shall be in accordance
with the monitoring rights granted to each participating Guild under the
applicable provisions of its collective bargaining agreement(s).

(5) The monitoring function shall be undertaken jointly by the participating Guilds,
whenever feasible, and shall include monitoring of both AMPTP-represented
Employers and non-AMPTP-represented Employers.

(6) Each participating Guild shall be reimbursed by the Employers’ Fund on a

quarterly basis for independent professional accounting fees incurred in
monitoring the aforementioned residual formulae on the following basis:

1
In the case of the WGA, "November 1, 2004" should be substituted for "July 1, 2005."
Frank, McLean, Roth
As of November 1, 2004
Page 3

(a) The amount of the reimbursement due to the Guilds shall be the fees
incurred for monitoring less an amount which is obtained by multiplying
such fee by a fraction, the numerator of which is $111,000 and the
denominator of which is $398,000. The participating Guilds shall jointly
decide upon a method of allocating the foregoing reimbursement among
themselves.

(b) Reimbursement shall be made only upon receipt from the participating
Guilds of proper documentation showing that fees have been incurred for
the purpose described herein.

Sincerely,

J. Nicholas Counter III

ACCEPTED AND AGREED:

DIRECTORS GUILD OF AMERICA, INC.

Jay D. Roth

SCREEN ACTORS GUILD, INC.

Peter Frank

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

John McLean
 UNPUBLISHED SIDELETTER TO ARTICLE 11,
“GRIEVANCE AND ARBITRATION RULES AND PROCEDURES”

As of May 2, 1998

Reference is made to the provisions of Article 11 of the 1998 WGA Theatrical and Television
Basic Agreement. This will confirm the agreement reached during negotiations for the 1998
WGA Theatrical and Television Basic Agreement concerning the exchange of information
related to arbitration awards cited or offered into evidence in arbitration proceedings under the
Basic Agreement.

Should a party to an arbitration proceeding under the Basic Agreement cite or offer into evidence
a prior WGA arbitration award, the party citing or offering the prior award has the right to
request in writing that the Guild make available to all parties to the subsequent proceeding who
so request them briefs, exhibits and/or transcripts from the original proceeding. The WGA will
be obligated to comply with such a request, provided these documents are reasonably available
to the Guild, subject to the following conditions:

1. The requesting party first has sought the documents from the non-WGA party(ies)
to the prior proceeding and affirms in its request to the Guild that it has been
unable to obtain the documents from a non-WGA source;

2. The requesting party first has obtained the consent of the non-WGA party(ies) to
the prior proceeding for disclosure of the copies requested and affirms this in its
request to the Guild; and

3. The party’s written request, consistent with the preceding conditions, is received
by the Guild no later than ten (10) business days prior to the deadline for
submission of briefs to the arbitrator, or ten (10) business days prior to the time of
closing argument if briefs have been waived.

Upon the requesting party’s satisfaction of the conditions set forth above, the WGA will
endeavor to furnish the documents reasonably available to it within sufficient time to enable the
requesting party to have a reasonable opportunity to review them and make arguments about
them to the arbitrator.

The reasonable cost of locating, retrieving and duplicating such documents shall be borne by the
party requesting them. Payment to the WGA shall be made within ten (10) business days
following receipt of the Guild’s written statement of costs.
Unpublished Sideletter
May 2, 1998
Page Two

Disputes relating to the terms and conditions of this Unpublished Sideletter, including an alleged
breach by any party of its provisions, shall not be subject to grievance and arbitration under
Articles 10, 11 and 12 of the Basic Agreement.

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President
Alliance of Motion Picture & Television Producers, Inc.

/s/ Brian Walton

Brian Walton, Executive Director
WRITERS GUILD OF AMERICA, WEST, INC.,
on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.
 UNPUBLISHED SIDELETTER TO ARTICLE 47

As of May 2, 1998

J. Nicholas Counter III

President
Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Re: Article 47, “Residuals Protection”

Dear Nick:

Reference is made to the provisions of Article 47, “Residuals Protection,” which was added to
the MBA as a result of the negotiations for a successor Agreement to the 1995 WGA-AMPTP
Theatrical and Television Basic Agreement. That provision entitles the Guild, in connection
with certain motion pictures identified in Article 47, to require the Company to furnish a security
interest in the motion picture and related distribution rights.

It is understood and agreed that representatives of the WGA will not actively participate in the
pre-production negotiation of such security agreements with production companies and their
financing sources as to motion pictures subject to Article 47 on which employees covered under
the Directors Guild of America Basic Agreement and/or the Screen Actors Guild Codified Basic
Agreement are employed.

Sincerely,

/s/ Brian Walton

Brian Walton, Executive Director
WRITERS GUILD OF AMERICA, WEST, INC.,
on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1998 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
MATERIAL CREATED FOR INTERACTIVE PROGRAMMING

As of May 2, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Literary Material Created for Interactive Programs

Ladies and Gentlemen:

During the negotiation of the 1995 WGA-AMPTP MBA, the Guild and the Companies
represented by the AMPTP discussed coverage of material written for interactive programs. We
ultimately agreed to reserve our respective positions as to whether or not Appendix B and/or
other provisions of the 1995 WGA-AMPTP MBA and/or prior MBAs cover such literary
material.

While agreeing to such reservation of positions, each party expressly reserves its right to pursue
its position and to assert any and all defenses thereto and such reservation shall not be construed
as a waiver of any such right.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented
by the AMPTP in the negotiation of the
1995 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
NON-INTERACTIVE, LOCATION-BASED ENTERTAINMENT

As of May 2, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Non-Interactive, Location-Based Entertainment

Ladies and Gentlemen:

During the negotiation of the 1995 WGA-AMPTP MBA, the Guild and the Companies
represented by the AMPTP discussed whether the provisions of the 1988 MBA, as amended by
the 1992 Extension Agreement and the 1995 WGA-AMPTP MBA, and/or of prior Basic
Agreements, require payment for the use of literary material in non-interactive, location-based
entertainment. We agreed to reserve our respective positions on this subject.

While agreeing to such reservation of positions, each party expressly reserves its right to pursue
such position and to assert any and all defenses thereto (e.g., waiver, timeliness, past practice)
and such reservation shall not be construed as a waiver of any such right.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented
by the AMPTP in the negotiation of the
1995 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
CALCULATION OF RESIDUALS UNDER ARTICLE 58
AND RELATED RESIDUALS ISSUES

As of May 2, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Calculation of Residuals Under Article 58, “Release of Free Television

Programming and Theatrical Motion Pictures to Basic Cable,” and Related
Residuals Issues Under the 1995 WGA-AMPTP MBA

Ladies and Gentlemen:

In the negotiation of the 1995 WGA-AMPTP MBA, the Guild and the Companies represented by
the Alliance of Motion Picture and Television Producers (“AMPTP”) agreed to reserve their
respective positions on the following points relevant to the calculation of residuals:

1. Whether the WGA Royalty Plan governs the licensing of Royalty Plan television
programs for exhibition on pay television, which would require the residual for such
release to be calculated at four percent (4%) of Distributor’s Residual Gross in
perpetuity; and

2. Whether Article 58 of the applicable MBA requires residuals to be paid in perpetuity

when non-Royalty Plan free television programming is released to foreign basic cable.

While agreeing to such reservation of positions, both parties expressly reserve their rights to
assert any and all defenses to such positions and such reservation shall not be construed as a
waiver of any such defense.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director
ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
ARTICLES 15.A.3.j. AND 15.B.10.a.

As of May 2, 1995

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Definition of “Promotional” and “News”

Ladies and Gentlemen:

This will affirm the following commitment of the Guild and the Companies represented by the
AMPTP in the negotiation of the 1995 WGA-AMPTP MBA:

1. A committee comprised of representatives of the Guild and the Companies shall

be convened to work expeditiously to establish an acceptable definition of the
terms “promotional” and “news” for purposes of the exceptions in Articles
15.A.3.j. and 15.B.10.a., to which all parties will be bound for the term of the
1995 WGA-AMPTP MBA.

2. If the committee does not reach agreement within 120 days after ratification of the
1995 WGA-AMPTP MBA, the parties reserve their respective positions on this
issue and neither the WGA’s proposals, the discussions relating to those proposals
nor the work of this committee shall be cited in any proceeding nor prejudice the
position of any of the parties.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented
by the AMPTP in the negotiation of the
1995 WGA-AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
COMPANIES’ PRACTICES RE HOME VIDEO RESIDUAL PAYMENTS

As of May 2, 1995; Revised as of May 2, 1998

AMPTP
15503 Ventura Boulevard
Encino, California 91436

Re: Article 51.3.c.1 - Residuals Clarifications (Videodiscs/cassettes)

Ladies and Gentlemen:

For purposes of clarification, we added certain unnumbered paragraphs at the end of Article
51.3.c. of the 1995 MBA. During the negotiation of these provisions, the following Companies
made representations to the Guild concerning their practices in paying residuals on home video
advances:

CPT Holdings, Inc.

Castle Rock Pictures Entertainment, Inc.
Columbia Pictures Industries, Inc.
Columbia Pictures Television, Inc.
Metro-Goldwyn-Mayer Pictures Inc.
Paramount Pictures Corporation
Tri Star Pictures, Inc.
Tri Star Television, Inc.
Turner Pictures Worldwide, Inc.
Twentieth Century Fox Film Corporation
United Artists Pictures Inc.
Universal City Studios, Inc.
Viacom Productions Inc.
Walt Disney Pictures and Television
Warner Bros.
Warner Bros. Television Production

For purposes of this Sideletter, the above-named Companies will be referred to as “the Listed
Companies.”

_______________________
1
Article 51.3.c. has been redesignated as Article 51.C.3. in the 1998 MBA.
The Listed Companies have represented to the Guild that in the following circumstances:

! License of multiple pictures to any affiliated or unaffiliated sub-distributor

! Home video exhibition market only
! Video advance paid in annual or more frequent installments which approximate
royalty cash flow and which generally earns out in 18 months

their practice is to submit reports and pay residuals on home video advances and royalty
overages (if any), as earned. Based upon these representations, we accept these practices of the
Listed Companies as conforming to the spirit and intent of the paragraphs added to the end of
Article 51.3.c. in the 1995 negotiations. The preceding sentence applies only to the Listed
Companies and only in the circumstances described above.

It is agreed that if an advance for home video is in accord with the circumstances described in
the preceding paragraph except that a particular installment is not fully earned out within three
(3) years after a Listed Company receives it, then such Company must fairly and reasonably
allocate the unearned balance of the installment among the titles in the package. The Company
shall notify the Guild of its allocation when the report of “Producer’s gross,” which includes the
unearned balance, is to be filed. The Guild has the right to challenge in an MBA arbitration a
failure to allocate or any allocation that it contends is not fair and reasonable.

The Guild also is prepared to extend this sideletter to other Companies which, on a Company-by-
Company basis, establish to the Guild’s satisfaction that they meet the criteria described above
which are met by the Listed Companies.

Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton
Executive Director, WGAw

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented
by the AMPTP in the negotiation of the
1995 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER TO THE 1995 WGA-AMPTP MBA:
ARTICLE 53.2, “RESIDUALS AUDITS”

As of May 2, 1995; Revised as of May 2, 1998

J. Nicholas Counter III

Alliance of Motion Picture & Television Producers
15503 Ventura Blvd.
Encino, CA 91436

Re: Article 53.2,1 “Residuals Audits” - Preliminary Audit Findings

Dear Nick:

The Companies have sought and received the Guild’s assurance that it is not the Guild’s standard
practice in the ordinary course of business to disclose preliminary audit findings to its
represented writers. In those limited instances when the Guild elects to do so in a given audit,
the Guild further agrees that it shall not disclose preliminary audit findings except to WGA-
represented writers who have a financial interest in the outcome of the audit until:

(i) the Guild advises the writer(s) that the findings are preliminary in nature and may
be subject to dispute, in whole or in part;

(ii) the Guild informs the writer(s) that the Company deems the preliminary audit
findings highly sensitive, confidential and proprietary information;

(iii) the writer(s) give(s) assurances to the Guild that he/she (they) will respect the
Company’s position that the information is confidential, and

(iv) the Guild informs the writer(s) that if the Company claims the writer(s) has (have)
breached confidentiality, the Company may seek equitable and legal remedies
against the writer(s).

Only such information as pertains to the particular title(s) or property for which such writer is
entitled to receive residual payments or which affects the calculation of residual payments due to
such writer shall be disclosed.

______________________
1
Article 53.2 has been redesignated as Article 53.B. in the 1998 MBA.
 Very truly yours,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ Brian Walton

Brian Walton, Executive Director, WGAw

ACCEPTED AND AGREED:

/s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the Companies represented by the AMPTP
in the negotiation of the 1995 WGA–AMPTP MBA
 UNPUBLISHED SIDELETTER RELATING TO “BONA FIDE DISPUTES --
QUALIFIED DISTRIBUTOR/BUYER STATUS”

As of May 2, 1998;
Revised as of May 2, 2001;
Revised as of November 1, 2004

John McLean
Executive Director
Writers Guild of America, west, Inc.
7000 W. Third Street
Los Angeles, California 90048

Re: Bona Fide Disputes - Qualified Distributor/Buyer Status

Dear John:

Reference is made to Article 65 of the 2004 Writers Guild of America Theatrical and Television
Basic Agreement (“the WGA MBA”), and particularly to the provisions thereof relating to the
rights and obligations of a Qualified Distributor/Buyer and a Qualified Residual Payor. During
the course of the 1998 negotiations which resulted in new language in Article 65 of the MBA,
the parties discussed how the rights and obligations of a Distributor/Buyer under the MBA are
affected by the existence of bona fide disputes with respect to the payment of Residuals.

This will confirm that, with respect to the provisions relating to qualification of a Distributor/
Buyer as a Qualified Distributor/Buyer or as a Qualified Residual Payor under the MBA, the
parties did not intend that a Distributor/Buyer would be denied status as a Qualified
Distributor/Qualified Buyer or as a Qualified Residual Payor because the Distributor/Buyer has
not paid residuals which are the subject of a bona fide dispute between the Distributor/Buyer and
the Guild. Likewise, with respect to the provisions relating to disqualification of a Qualified
Distributor/Buyer or a Qualified Residual Payor under the MBA, it is understood that the Guild
will not seek to revoke a Company’s status as a Qualified Distributor/Qualified Buyer because
residuals which are the subject of a bona fide dispute are unpaid.

By the same token, the Writers Guild has agreed that it will not exercise rights held under a
security interest in any motion picture, nor disturb any distribution rights in any motion picture
held by a Qualified Distributor/Buyer or a Qualified Residual Payor under the MBA (so long as
the Qualified Distributor/Buyer or Qualified Residual Payor has assumed the obligation to
pay Residuals or has guaranteed such obligation), because of the existence of bona fide disputes
over the payment of Residuals for such motion picture.
 Sincerely,

J. Nicholas Counter III

On behalf of the Companies represented by the AMPTP
in the negotiation of the 2004 WGA-AMPTP MBA

JNC:js

ACCEPTED AND AGREED:

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By:
John McLean
Executive Director, WGAw
 UNPUBLISHED SIDELETTER RE: PUNCTUATION, ETC.

As of May 2, 1998

J. Nicholas Counter III

Alliance of Motion Picture & Television Producers
15503 Ventura Boulevard
Encino, California 91436

Re: 1998 WGA-AMPTP MBA

Dear Nick:

In drafting the 1998 WGA-AMPTP Theatrical and Television Basic Agreement, the Guild and
the AMPTP agreed to change certain punctuation, capitalization, spelling, obvious grammatical
and typographical errors as well as to standardize the numbering of Articles, paragraphs and
subparagraphs throughout the Agreement.

None of these changes is intended to have any substantive effect on the meaning of the
provisions of the Agreement. In the event of any dispute relating to such changes, the
Agreement shall be construed consistent with this intent.

Sincerely,

WRITERS GUILD OF AMERICA, WEST, INC.,

on behalf of itself and its affiliate,
WRITERS GUILD OF AMERICA, EAST, INC.

By: /s/ John McLean

John McLean
Executive Director

ACCEPTED AND AGREED:

By: /s/ J. Nicholas Counter III

J. Nicholas Counter III, President, AMPTP
On behalf of the companies represented by the AMPTP
in the negotiation of the 2001 WGA-AMPTP MBA